REACHING NEW HEIGHTS Annual Report 2014

Transcription

1 REACHING NEW HEIGHTS Annual Report 2014

2 2 super enterprise holdings berhad ( X) Annual Report 2014 Vision Being the preferred provider of product decorating and labelling solutions in the Asia Pacific Region for the worldwide market. MISSION STATEMENT Achieving excellence in our business by:- è è è è Delivering innovative decorating and labelling solutions to our customers competitively; Enhancing value to our shareholders; Providing long term security to all committed members of the workforce; Being a socially responsible corporate citizen. GUIDING PRINCIPLES Customer Focus We put our customers at the center of everything we do. Teamwork The interest of the Company and individual is inseparable. Growth We strive to grow our business and our capabilities as a Company and as individuals.

3 super enterprise holdings berhad ( X) Annual Report Contents 2 Corporate Information 3 Group Corporate Structure 4 Financial Highlights 5 Directors Profile 8 Chairman s Statement 10 Corporate Governance Statement 22 Other Compliance Information 24 Audit Committee Report 29 Statement on Risk Management and Internal Control 31 Financial Statements 103 Analysis of Shareholdings 106 List of Properties 107 Notice of Annual General Meeting 110 Statement Accompanying Notice of Annual General Meeting Proxy Form

4 2 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Information Board of Directors Datuk Haji Zubir Bin Haji Ali Chairman Independent Non-Executive Director Goh Jui Leang Group Managing Director/ Group Chief Executive Officer Goh Joi Sang Non-Independent Executive Director Goh Jooi Chong Non-Independent Executive Director Liung Cheong Poh (MIA 1609) Independent Non-Executive Director Soh Chee Beng Independent Non-Executive Director Dato Mohd Ibrahim Bin Mohd Nor Independent Non-Executive Director (appointed on 11 July 2014) Audit Committee Liung Cheong Poh (MIA 1609) Chairman Independent Non-Executive Director Datuk Haji Zubir Bin Haji Ali Independent Non-Executive Director Soh Chee Beng Independent Non-Executive Director Nominating Committee Datuk Haji Zubir Bin Haji Ali Chairman Independent Non-Executive Director Liung Cheong Poh (MIA 1609) Independent Non-Executive Director Remuneration Committee Datuk Haji Zubir Bin Haji Ali Chairman Independent Non-Executive Director Goh Jui Leang Group Managing Director/ Group Chief Executive Officer Liung Cheong Poh (MIA 1609) Independent Non-Executive Director Company Secretaries Tai Yit Chan (MAICSA ) Choong Lee Wah (MAICSA ) Registered Office Lot 6.05, Level 6 KPMG Tower 8 First Avenue, Bandar Utama Petaling Jaya Selangor Darul Ehsan Tel : Fax : Corporate Office Lot 9, Jalan E1/1 Kawasan Perusahaan Taman Ehsan Kepong, Kuala Lumpur Tel : Fax : Auditors Crowe Horwath (AF 1018) Chartered Accountants Level 16, Tower C, Megan Avenue II 12 Jalan Yap Kwan Seng Kuala Lumpur Tel : Fax : Principal Bankers United Overseas Bank (Malaysia) Bhd AmBank (Malaysia) Berhad OCBC Bank (Malaysia) Berhad HSBC Bank Malaysia Berhad Registrars Tricor Investor Services Sdn Bhd ( V) Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra Kuala Lumpur Tel : Fax : Stock Exchange Listing Main Market of Bursa Malaysia Securities Berhad Stock Code: 8656

5 super enterprise holdings berhad ( X) Annual Report Group Corporate Structure Super Enterprise Holdings Berhad Investment Holding Labels division Malaysia 100% Super Enterprise Sdn Bhd 100% Super Labels Industries Sdn Bhd 100% Super Enterprise (Penang) Sdn Bhd 100% Super Seals Enterprise (M) Sdn Bhd 100% Zenith Pioneer (M) Sdn Bhd 100% Zenith Action Sdn Bhd 100% Super Labels Sdn Bhd Overseas Philippines 99.9% S.E. Industries (Philippines) Inc. Thailand 100% S.E. Industries (Thailand) Co. Ltd. Indonesia 80% PT Super Label Indonesia Nameplates/In-Mould Decorating Products (IML) Malaysia 60% S.E. Printing (M) Sdn Bhd 100% Doukoban Marketing Sdn Bhd 100% Guangzhou Super Serigraph Electronics Co. Ltd. 100% S.E. Slimbright Sdn Bhd Dormant 100% Super Box (Malaysia) Sdn Bhd (In members voluntary liquidation)

6 4 super enterprise holdings berhad ( X) Annual Report 2014 Financial Highlights * 2012* 2013* 2014 RM 000 RM 000 RM 000 RM 000 RM 000 Statement of Profit or loss and other Comprehensive Income Turnover 122, , , , ,884 Profit Before Tax 9,973 10,824 5,270 14,397 10,445 Profit attributable to owners of the Company 7,757 8,909 4,018 9,894 7,329 Statement of Financial Position Total Assets 124, , , , ,673 Equity attributable to owners of the Company 67,563 74,960 77,979 87,123 92,277 Issued and Paid-up Capital 41,811 41,811 41,811 41,811 41,811 Ratios Earnings per Share (sen) Gross Dividend per Share - First and Final (sen) Return on Shareholders Funds (%) Dividend Cover (times) Net Assets per Share (RM) * Includes Continuing Operations and Discontinued Operations Turnover RM 000 Profit Before Tax RM , , , , , , , , , ,973 Total Assets RM 000 Net Assets Per Share RM , , , , ,

7 super enterprise holdings berhad ( X) Annual Report Directors Profile Datuk Haji Zubir Bin Haji Ali (Chairman, Independent Non-Executive Director) A Malaysian aged 79, was appointed to the Board on 5 August He is the Chairman of the Board as well as the Remuneration Committee and Nominating Committee and is also a member of the Audit Committee of Super Enterprise Holdings Berhad. He served as Grand Chamberlain to His Majesty, the Yang Dipertuan Agong of Malaysia from 1990 to August He started his career as a police inspector in 1957 and rose to his last position as Deputy Director of Internal Security and Public Order in In his career spanning 33 years with the Royal Malaysian police service, he attended several courses including a Wolfson course, University of Cambridge, United Kingdom and held high ranking positions and contributed positively to the Police Academy and the Police Force as a whole. He also sits on the Board of Hunza Properties Berhad. He does not have any family relationship with any Director and/or major shareholders of the Company. Mr Goh Jui Leang (Non-Independent Executive Director) A Malaysian aged 56, was appointed to the Board on 6 January He is the Group Managing Director and Group Chief Executive Officer and a member of the Remuneration Committee of Super Enterprise Holdings Berhad and the Managing Director of Super Enterprise Sdn Bhd. He also sits on the Board of various subsidiaries of the Super Enterprise Group. He has over 31 years of experience in the labels and stickers industry. He assumes an active role in the formulation and implementation of the corporate strategy of the companies within the Super Group. He also sits on the Board of several other private limited companies. He is the brother of Goh Joi Sang and Goh Jooi Chong, both are Directors of the Company and Goh Juai Hian, a major shareholder of the Company. Mr Goh Joi Sang (Non-Independent Executive Director) A Malaysian aged 60, was appointed to the Board on 6 January He is the Managing Director of Super Box (Malaysia) Sdn Bhd (In Members Voluntary Liquidation) and an Executive Director of Super Enterprise Holdings Berhad. He also sits on the Board of Super Enterprise Sdn Bhd, Super Enterprise (Penang) Sdn Bhd, Super Seals Enterprise (M) Sdn Bhd, Super Labels Sdn Bhd, Super Labels Industries Sdn Bhd, S.E. Printing (M) Sdn Bhd, Zenith Pioneer (M) Sdn Bhd, S.E. Slimbright Sdn Bhd and Guangzhou Super Serigraph Electronics Co Ltd. He was one of the original founders of the Goh family s operations in labels and stickers, and has over 41 years of experience in this industry. He oversees the daily operations of the companies comprising the Super Group and is principally responsible for the upgrading, modernization and expansion of plant and machinery and facilities. He has an in-depth technical knowledge of the labels industry and also sits on the Board of several other private limited companies. He is the brother of Goh Jui Leang and Goh Jooi Chong, both are Directors of the Company and Goh Juai Hian, a major shareholder of the Company.

8 6 super enterprise holdings berhad ( X) Annual Report 2014 Directors Profile Mr Goh Jooi Chong (Non-Independent Executive Director) A Malaysian aged 53, was appointed to the Board on 2 September He is the Managing Director of S.E. Printing (M) Sdn Bhd and also sits on the Board of Doukoban Marketing Sdn Bhd, S.E. Slimbright Sdn Bhd and Guangzhou Super Serigraph Electronics Co Ltd. He graduated with a degree in Electrical & Electronic Engineering from University of Ottawa, Ottawa, Canada. He was the founder of S.E. Printing (M) Sdn Bhd in S.E. Printing (M) Sdn Bhd is currently the leading manufacturer of high-end nameplates and In-mould Decorating Products (IML) maker in South East Asia. Before setting up S.E. Printing (M) Sdn Bhd, he worked for the world largest manufacturer of Prepress Machinery for printing industry, Dainippon Screen Manufacturing Co., Kyoto, Japan as a Colour Scanner Specialist (R&D) for 8 years. He had a short stint at Super Enterprise Sdn Bhd as a Business Development Manager after returning from Kyoto, Japan. He is the brother of Goh Joi Sang and Goh Jui Leang, who are both Directors of the Company and Goh Juai Hian, a major shareholder of the Company. Mr Liung Cheong Poh (Independent Non-Executive Director) A Malaysian aged 62, was appointed to the Board on 16 August He is the Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee of Super Enterprise Holdings Berhad. In 1979, after serving 5-year articleship at the international firm of PriceWaterhouse & Co., and completing his professional examinations, he became a member of the Malaysian Institute of Accountants. From 1990 to 1994, he was the General Manager of Dunlop Estates Berhad, one of the top plantation groups in the country then, and currently listed as Sarawak Energy Berhad. From 1994 to 2003, he held the position of Chief Executive Officer of Multi-Purpose Insurance Berhad, a licensed institution regulated by Bank Negara Malaysia. At the same time, from 1997 to 2003, he was also a member of the Board of Directors of the Alliance Bank, where he was Chairman of the Audit Committee from 1997 to Throughout his more than 3-decade working career, he has worked in various capacities including senior management positions in many established organizations involved in diverse industries including finance, insurance, property development, plantations and manufacturing. He has also been briefly in practice as a licensed public accountant. He does not have any family relationship with any Director and/or major shareholders of the Company.

9 super enterprise holdings berhad ( X) Annual Report Directors Profile Mr Soh Chee Beng (Independent Non-Executive Director) A Malaysian aged 57, was appointed to the Board on 21 April 2011 and subsequently to the Audit Committee on the same date. He has over 30 years of working experience covering quality control, supply chain management and operations. In supply chain management, he has specialty in procurement, inventory management and strategic cost reduction planning where he rose to the rank of Asia Pacific Procurement Director in ON Semiconductor, a premier supplier of high performance silicon solutions for energy efficient electronics, with its Corporate Headquarters in Arizona, USA. He then joined CFB Resources Group of Companies as their Group Chief Operating Officer prior to assuming the Executive Director position in Flonic Hi-Tec Berhad, until He holds a B.Sc. degree in Chemistry from University Malaya and attended M.B.A. in University Kebangsaan Malaysia. He does not have any family relationship with any Director and/or major shareholders of the Company. Dato Mohd Ibrahim Bin Mohd Nor (Independent Non-Executive Director) A Malaysian aged 55, was appointed to the Board on 11 July He is presently Executive Chairman of Bluinc Group of Companies and also sits on the Board of Protasco Berhad. Previously held positions include Vice Chairman and Group Managing Director of Padiberas Nasional Berhad (BERNAS), Executive Vice Chairman of Sistem Television Malaysia Berhad (TV3), as well as sat on the Board of the New Straits Times Press Berhad. He started his career with Asian International Merchant Bank (now known as Sime Merchant Bankers Berhad) and Utama Wardley Berhad. He holds an MBA from the Drake University, Iowa and a B. A. in Mathematics from Knox College, Illinois, USA. He does not have any family relationship with any Director and/or major shareholders of the Company. All the above Directors do not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. All the above Directors do not hold any other directorships of public companies, except for Datuk Haji Zubir Bin Haji Ali and Dato Mohd Ibrahim Bin Mohd Nor. Details on the number of Board meetings attended by the Directors during the financial year ended 31 March 2014 are as indicated on page 17 of the Annual Report.

10 8 super enterprise holdings berhad ( X) Annual Report 2014 Chairman s statement On behalf of the Board of Directors, it gives me pleasure to present the Annual Report and Audited Financial Statements of Super Enterprise Holdings Berhad for the financial year ended 31 March Industry and Operational Review The financial year under review was challenging with the market being increasingly competitive. Escalating operating costs, continual cost down demands from customers and the emergence of new players in the market have further aggravated the situation. The weakening of certain foreign currencies, political tensions in Thailand and short product life spans experienced by the Nameplate and IML division have also affected the Group s performance during the year. Amidst the challenges encountered, the Group still managed to grow its sales over the previous financial year. Financial performance For the financial year under review, the Group s turnover increased by approximately RM 7.5 million or 6.4 % to RM million from RM million (from its continuing operations) achieved in FY2013. The increase in sales mainly came from the Label division where else the increase from the Nameplate and IML Division was due to the full year consolidated sales of its subsidiary in China which was acquired in August The Group achieved a Profit After Tax (PAT) from continuing operations of approximately RM 7.6 million for the financial year as compared to RM10.80 million achieved in FY2013. The decrease in PAT experienced was mainly due to the absence of the non-recurring gain derived from the disposal of two of its former investments in China which materialized in the previous financial year. The lower PAT attributable to the shareholders of the Group had resulted in the Earnings Per Share declining to sen as compared to sen in FY2013. Corporate Developments During the financial year, a subsidiary of the Company, S.E. Printing (M) Sdn Bhd (SEP), acquired the remaining 33.33% equity interest not held by SEP in S.E. Slimbright Sdn Bhd (SES), resulting in SES being a wholly owned subsidiary of SEP. Other corporate developments during the financial year would include the divestment by Doukoban Marketing Sdn Bhd, a wholly-owned subsidiary of SEP, of its entire 12.6% equity interest in Slimbright Technology Sdn Bhd, the successful dissolution of Super Enterprise (JB) Sdn Bhd and the placing of Super Box (Malaysia) Sdn Bhd under members voluntary liquidation, the latter two being dormant wholly-owned subsidiaries of the Company. Market Outlook The market outlook for the Group continues to remain challenging with escalating costs and a highly competitive environment with more discerning and demanding customers, which compels the Group to enhance its efficiency and capability in order to meet the expectations of our customers.

11 super enterprise holdings berhad ( X) Annual Report Chairman s statement The Group will continually emphasise on cost rationalisation, operational productivity and efficiency enhancement, maintaining its high quality service and products, and capitalise on opportunities in the market through expansion programs which would increase both our capacity and capability, in meeting the challenges before us. With various measures taken to both increase sales and improve the profitability of the Group, the Board is confident that the Group will continue to perform well in the coming years. Dividend The Board of Directors recommends a final single tier dividend of 5 sen per ordinary share of RM1.00 each, amounting to approximately RM2,089,000 for the financial year ended 31 March If approved at the forthcoming Annual General Meeting, the dividend will be payable to registered shareholders as at 2 October Appreciation On behalf of the Board, I would like to express our heartfelt gratitude to our valued customers, suppliers, business associates, bankers, government authorities and shareholders for their invaluable support and confidence in the Group. I would also like to take this opportunity to thank our dedicated management team and staff for their loyalty, commitment and most valued contributions, without which the Group would not have been able to achieve its satisfactory results. Last but not least, my sincere thanks is also extended to my fellow Board members for their commitment, contribution and unwavering support towards the continued growth, development and well-being of the Group. Datuk Haji Zubir bin Haji Ali Chairman 1 st August 2014

12 10 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement The Board of Directors (the Board ) of the Company recognises the importance of establishing and maintaining good corporate governance within the Group and is committed to such a mission. The Board is therefore pleased to present this statement of corporate governance which outlines how the Company has applied the Principles set out in the Malaysian Code of Corporate Governance 2012 ( the Code ) for the financial year under review. Where there are gaps in the Company s observation of any of the Recommendations of the Code, these are disclosed herein with explanations. 1. Establish Clear Roles and Responsibilities 1.1 Clear Functions of the Board and Management The Group acknowledges the pivotal role played by the Board of Directors in the stewardship of its direction and operations, and ultimately the enhancement of its shareholders value. To fulfil this role, the Board is responsible for the overall corporate governance of the Group, including its strategic direction, establishing goals for management and monitoring the achievement of these goals. The role and function of the Board, which includes the differing roles of Chairman, Group Managing Director/Group Chief Executive Officer, Executive Directors and Non-Executive Directors are clearly delineated and defined in the Board Charter. To assist the Board in carrying out its fiduciary duties and to enhance business and operational efficiency, the Board of Directors delegates certain duties to its Board Committees, namely the Executive and Risk Management Committee ( ERC ), Audit Committee ( AC ), Nominating Committee and Remuneration Committee. All Board Committees have written terms of reference which is approved by the Board. The respective Chairmen of the ERC, AC, Nominating Committee and Remuneration Committee report to the Board accordingly subsequent to the respective committee meetings. 1.2 Clear Roles and Responsibilities The Board recognises the key role it plays in charting the strategic direction of the Company and has assumed the following principal responsibilities in discharging its fiduciary and leadership functions: reviewing and adopting a strategic plan for the Company, addressing the sustainability of the Company s business; overseeing the conduct of the Company s business and evaluating whether or not its businesses are being properly managed; identify principal business risks faced by the Company and its subsidiaries and ensuring the implementation of appropriate internal controls and mitigating measures to address such risks; ensuring that all candidates appointed to senior management positions are of sufficient calibre, including having in place a process to provide for the orderly succession of senior management personnel and members of the Board and Executive Directors; reviewing the adequacy and integrity of the Group s internal control and management information systems; determining the remuneration of Executive Directors and recommending the fees of Non-Executive Directors of the Company for shareholders approval, with the individuals concerned abstaining from discussions of their own remuneration; and ensuring that the Group adheres to high standards of ethics and corporate behaviour.

13 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement The Board shall have a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, acquisition and investment policies, approval of major capital expenditure, consideration of significant financial matters and the review of the financial and operating performance of the Group. The schedule ensures that the governance of the Group is firmly in the Board s hand. The ERC has the authority to decide on operational issues pertaining to the existing activities of the Group as defined under its terms of reference or any other tasks as delegated by the Board. On other issues, the ERC can only discuss and put forward their recommendation to the Board for further discussion and ultimate decision-making. The ERC also ensures that the Group operates within the overall risk parameters as approved by the Board. The ERC shall meet at least four (4) times a year together with the top management of the Group and the quorum shall be two (2). The members of the ERC during the financial year are:- Mr Goh Jui Leang - Group Managing Director/Group Chief Executive Officer (Chairman) Mr Goh Joi Sang - Executive Director Mr Goh Jooi Chong - Executive Director Primary duties and responsibilities of the ERC include the following:- To oversee the operations of all divisions, which includes business and marketing strategies, pricing strategies, etc.; To authorise and approve any proposed investment in new machinery for its existing business activities not exceeding RM0.5 million in total purchase cost for each division; To authorise and approve proposed investments of setting up new operations overseas relating to its core business activities where initial investment cost does not exceed RM3.0 million provided that such a proposal is justifiable and supported by a project feasibility report. For overseas investment of a new set up relating to the Group s core business activities where the initial investment cost exceeds RM3.0 million, members may only recommend to the full Board for final approval; To monitor the Group s overseas operations; To review and consider all banking issues of the Group; To discuss findings and other related issues arising from external and internal audits; To discuss corporate plans and strategies and to recommend to the Board for approval; To review the Group s reporting system; To approve policies and procedures of the Group; To review and consider the business plans of the Group; To identify business risks and the achievement of objectives and strategies; To design, implement and monitor the Group s Risk Management Framework; and To identify changes to risks or emerging risks, take appropriate actions, and promptly report to the AC. 1.3 Formalised Ethical Standards through the Code of Business Ethics The Board had formalised its Code of Business Ethics during the previous financial year. The Group, having its headquarters in Malaysia with subsidiaries across the Asian region and being a manufacturer of adhesive labels, stickers and nameplates, strives to ensure that its business practices are governed by integrity, honesty, fair dealing and full compliance with applicable laws. Although business practices and laws vary from country to country, and each unit within the Group is unique, yet the Group shares common standards and responsibilities wherever we do business as contained in its Code of Business Ethics which is designed as a frame of reference to all the companies within the Group. The Code of Business Ethics is available in the corporate website.

14 12 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement The Group is committed to conduct its businesses and operations with integrity, openness and accountability and to also conduct its affairs in an ethical, responsible and transparent manner. To facilitate the observation and application of the above values, the Group had also established its Whistle-Blowing Policy, to provide an avenue for its employees and members of the public to raise genuine concerns about possible improprieties in matters of financial reporting, compliance with regulatory requirements and other malpractices or misconducts. 1.4 Strategies Promoting Sustainability The Group acknowledges that sustainability is an important aspect of its business and continues to undertake responsible practices that impact the society and environment in a positive manner and to inculcate a culture of responsibility in all aspects of our business. It therefore adopts a business approach to creating shareholder value by embracing opportunities and managing risks deriving from economic, environmental and social developments. The Company s commitment in governance is evidenced through the achievement of ISO 9001:2008 Quality Management Systems, ISO/TS 16949:2009 Quality Management Systems for automotive applications and ISO 14001:2004 Environmental Management Systems in all major facilities within the Group. The Board has adopted a Sustainability Policy in which its main objectives are to achieve good long-term sustainability performance, loyalty of key stakeholders and preservation of the environment. The details of sustainability activities are set out in the CSR section on pages 20 to 21 of the Annual Report. 1.5 Access to Information and Advice Prior to the meetings of the Board and the Board Committees, notice of the agenda together with previous minutes and other relevant qualitative and quantitative information were compiled into reports and circulated to all members on a timely basis. Management is also invited to the Board and Board Committees meetings to report or present on areas within their responsibilities to assist the members to effectively discharge their responsibilities. All Directors also have full and free access to information within the Group, as well as the prerogative to seek the Company Secretaries and independent professional advice, in furtherance of their duties, at the expense of the Group. 1.6 Qualified and Competent Company Secretary The Company Secretaries play an advisory role to the Board and are capable of carrying out their duties efficiently to ensure the effective functioning of the Board. The Company Secretaries are suitably qualified and have attended relevant trainings and seminars to keep abreast with the statutory and regulatory requirements updates. On a quarterly basis, the Company Secretaries serve notice to the Directors and Principal Officers to notify them of closed periods for trading in the Company s shares in accordance with Chapter 14 of the Main Market Listing Requirements ( MMLR ). The Company Secretaries circulate relevant guidelines and updates on statutory and regulatory requirements from time to time for the Directors information and brief the Board on these updates on a quarterly basis. They also ensure that all Board and Board Committee meetings are properly convened and that deliberations, proceedings and resolutions are properly minuted and documented.

15 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement 1.7 Board Charter The Board Charter outlines the roles and responsibilities of the Board and has been adopted by the Board during the previous financial year. The charter shall be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the board s responsibilities. The Board Charter is available in the corporate website. 2. Strengthen Composition 2.1 Nominating Committee ( NC ) The NC assists the Board in proposing new nominees for the Board of the Company, assessing the effectiveness of Directors on an ongoing basis, and reviews the effectiveness of the Chief Executive Officer and Chief Financial Officer. The NC also reviews, recommends and ensures that the training and orientation needs/requirements for each individual Director are attended to. The NC shall be appointed by the Board of Directors and shall comprise at least two (2) members, exclusively of non-executive directors, a majority of whom are independent directors and shall elect a Chairman from among themselves. The NC consists entirely of non-executive Directors, all of whom are independent, during the financial year. It comprises the following members:- Datuk Haji Zubir Bin Haji Ali - Chairman, Independent Non-Executive Director Mr Liung Cheong Poh - Independent Non-Executive Director Members of the NC may relinquish their membership in the NC with prior written notice to the Company Secretary. The NC will review and recommend to the Board for approval, another Director to fill the vacancy. The NC has full, free and unrestricted access to the Company s records, properties and personnel in carrying out its duties and responsibilities. The NC is also authorized to seek independent professional advice subject to the approval of the Board, at the expense of the Company, in carrying out its duties. However, the NC is not authorized to implement its own recommendations but reports the same to the Board for the latter s consideration, approval and implementation. The NC will meet at least once a year or at any time when the need arises. The quorum for each meeting shall be two (2) members. During the financial year, the NC met once which was attended by all its members. 2.2 Activities of NC (a) Recruitment or New Appointment of Directors The NC recommends to the Board, candidates for all directorships. In making the recommendations, the NC would consider candidates proposed by the Group Managing Director/Group Chief Executive Officer, and within the bounds of practicability, by any other senior executive, Director or shareholder. In making its recommendations, the NC shall assess and consider the candidates :

16 14 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement skills, knowledge, expertise and experience; professionalism; time commitment to effectively discharge his/her role as a director; contribution and performance; character, integrity and competence; boardroom diversity including gender diversity; and in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates ability to discharge such responsibilities/functions as are expected from Independent Non-Executive Directors. Dato Mohd Ibrahim bin Mohd Nor who was appointed on 11 July 2014 was also assessed based on the criterias above. New Directors are provided with comprehensive information on the Group to enable them to gain a better understanding of the Group s strategies and operations, and hence allow them to effectively contribute to the Board. The NC will ensure that a formal orientation programme is in place for future new recruits to the Board. (b) Gender Diversity Policy The Board does not have a specific policy on setting targets for women candidates. The Board believes that there is no detriment to the Company in not adopting a formal gender diversity policy or in not setting gender diversity objectives as the Company is committed to provide fair and equal opportunities and nurturing diversity within the Company. The evaluation of the suitability of candidates is based on the candidates competency, character, time commitment, integrity and experience in meeting the needs of the Company. (c) Annual Assessment The NC had reviewed and assessed the mix of skills and experience of the Board including the core competencies of both Executive and Non-Executive Directors, size of the Board, contribution of each director and effectiveness of the Board, including Independent Non-Executive Directors as well as Group Managing Director/Group Chief Executive Officer, and Board Committees. Based on the assessment, the NC was satisfied with the existing Board composition and was of the view that all the Directors and Board Committees of the Company had discharged their responsibilities in a commendable manner and had performed competently and effectively. The NC had also reviewed the character, experience, integrity, competence and time to carry out the respective roles of the Directors, Group Managing Director / Group Chief Executive Officer and Chief Financial Officer. The NC had assessed the independence of Independent Directors as disclosed under item 3.1 below. All assessments carried out by the NC in the discharge of all its functions were properly documented. 2.3 Directors Remuneration The Remuneration Committee ( RC ) reviews and reports to the Board on remuneration and personnel policies, compensation and benefits programs with the aim to attract, retain and motivate individuals of the highest quality. The remuneration should be aligned with the business strategy and long-term objectives of the company, and to reflect the board s responsibilities, expertise and complexity of the company s activities.

17 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement The RC shall be appointed by the Board of Directors and shall comprise at least 3 members, majority of whom are Independent Non-Executive Directors. The members of the RC during the financial year are:- Datuk Haji Zubir Bin Haji Ali - Chairman, Independent Non-Executive Director Mr Liung Cheong Poh - Independent Non-Executive Director Mr Goh Jui Leang - Group Managing Director/Group Chief Executive Officer The remuneration package of each individual executive Director is structured to reflect his experience, performance and scope of responsibilities. The remuneration of non-executive Directors are in the form of annual fees and reflects the experience and the level of responsibilities undertaken by the particular nonexecutive Director concerned. In addition, the Directors are also paid meeting allowances based on their attendance. The RC has full, free and unrestricted access to the Company s records, properties and personnel in carrying out its duties and responsibilities. The RC is not authorized to implement its own recommendations but reports the same to the Board for the latter s consideration, approval and implementation. Executive Directors shall abstain from the deliberation and voting on decisions in respect of their own remuneration package. The remuneration and entitlements of non-executive Directors, including the nonexecutive Chairman should be a matter for the Board as a whole. The individuals concerned should abstain from discussions pertaining to their own remuneration. The activities of the RC are developed from year to year by the RC in consultation with the Board and the RC shall meet at least once a year. The quorum for each meeting shall be three (3) members. The Board has considered the disclosure of the remuneration details of each director. The Board is of the view that the transparency and accountability aspects of corporate governance applicable to Directors remuneration are appropriately served by the band disclosure as required by the MMLR. The Board has chosen to disclose the remuneration in bands pursuant to the MMLR as separate and detailed disclosure of individual director s remuneration will not add significantly to the understanding and evaluation of the Company s governance. The remuneration received by the Directors of the Company for the financial year under review is as indicated on page 83 of this Annual Report. During the financial year, the RC met once which was attended by all its members. The RC had reviewed and recommended to the Board, the remuneration package for the Group Managing Director/Group Chief Executive Officer and Executive Directors of the Company. The fees of the Non-Executive Directors shall be determined by the Board as a whole where each individual Director abstains from discussions pertaining to his own fees. The directors fees will be subject to the shareholders approval at the Company s forthcoming Annual General Meeting. 2.4 Composition of the Board During the financial year under review, the Board has six (6) members; comprising one (1) Independent Non- Executive Chairman, two (2) Independent Non-Executive Directors and three (3) Executive Directors. Subsequent to the financial year under review, one (1) new Independent Non-Executive Director was appointed. The concept of independence adopted by the Board is in tandem with the definition of an independent Director in paragraph 1.01 of the MMLR. The key element for fulfilling the criteria is the appointment of an independent Director who is not a member of management and who is free of any relationship which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company. The Board complies with paragraph of the MMLR which requires that at least two Directors or 1/3rd of the Board of the Company, whichever is the higher, are independent Directors. If the number of Directors of the Company is not three (3) or a multiple of three (3), then the number nearest 1/3rd shall be used.

18 16 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement The Directors with their different backgrounds and specializations, collectively bring with them a wide range of experience and expertise in areas such as finance, corporate affairs, marketing and operations. The Executive Directors, also members of ERC, are responsible for implementing the policies and decisions of the Board, overseeing the operations as well as co-ordinating the development and implementation of business and corporate strategies. The Independent Non-Executive Directors provide objective and independent judgement to decision making and serve as a capable check and balance for the Executive Directors. In view of the current composition of the Board, particularly with the presence of three (3) Independent Non- Executive Directors and the clear definition of roles within the Board, the Board does not consider it necessary to appoint a single Senior Independent Non-Executive Director to whom concerns may be conveyed as all of the Independent Non-Executive Directors of the Company are competent to address whatever concerns there may be. The Board is also satisfied that its current Board composition fairly safeguards the interest of the minority shareholders in the Company. 3. Reinforce Independence 3.1 Annual Assessment of Independence The Board recognizes the importance of independence and that the Board members are responsible to act in the best interest of the shareholders of the Company. In view thereof, the NC assesses annually the independence of the Group s independent directors based on the definition of what constitutes an independent director in the MMLR. The NC and Board are of the view that all the three (3) Independent Non-Executive Directors continue to remain objective and independent in expressing their views and in participating in deliberations and decision making of the Board and Board Committees and no individual or small group of individuals dominates the Board s decision-making process. All evaluations carried out by the NC were tabled to the Board and is properly documented. 3.2 Tenure of Independent Directors The Code recommends that the tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, the Independent Director may continue to serve on the Board subject to the director s re-designation as a Non-Independent Director. The Board must justify and seek shareholders approval in the event it retains as an Independent Director, a person who has served in that capacity for more than nine (9) years. The Board is of the view that the independence of directors should not be measured solely by the tenure of service as the Independent Non-Executive Directors are able to provide objective judgement with regards to ensuring the adequacy and effectiveness of the Board s governance process. Due to their term of service with the Company, the Independent Non-Executive Directors are familiar with the nature of business and business processes of the Group. Datuk Haji Zubir Bin Haji Ali and Mr Liung Cheong Poh, who have been independent directors since 5 August 1995 and 16 August 2004 respectively, had confirmed that they are independent as defined in paragraph 1.01 of the MMLR, and will continue to be Independent Directors of the Company. Therefore, the recommendation to seek shareholders approval does not arise.

19 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement 3.3 Separation of Positions of the Chairman and Group Managing Director/Group Chief Executive Officer There is a clear division of responsibilities between the Chairman and the Group Managing Director/Group Chief Executive Officer to ensure a balance of authority and power. The Board is led by Datuk Haji Zubir bin Haji Ali as the Independent Non-Executive Chairman and the executive management is led by Mr Goh Jui Leang, the Group Managing Director/Group Chief Executive Officer. The role of the Chairman and the Group Managing Director/Group Chief Executive Officer are clearly defined in the Board Charter. The Chairman is responsible for running the Board and ensuring that all Directors receive sufficient information on financial and non-financial matters to enable them to participate actively in Board deliberations and decisions. The Group Managing Director/Group Chief Executive Officer is responsible for the day to day management of the business as well as implementation of the Board s policies and decisions. 4. Foster Commitment 4.1 Time Commitment and Continuing Education Programmes The Board ordinarily meets at least four (4) times a year at quarterly intervals with additional meetings convened when necessary. During the financial year, the Board met on four (4) occasions; where it deliberated on matters such as the Group s financial results, major investments and strategic decisions, its business plan, corporate finance and developments and the strategic direction of the Group among others. Board meetings for each year are scheduled in advance before the end of the preceding year in order for Directors to plan their schedules. Time commitment of the Directors are affirmed by their full attendance at the Board of Directors Meetings held during the financial year under review as follows:- Directors Number of Meetings Attended Datuk Haji Zubir bin Haji Ali 4/4 Mr Goh Jui Leang 4/4 Mr Goh Joi Sang 4/4 Mr Goh Jooi Chong 4/4 Mr Liung Cheong Poh 4/4 Mr Soh Chee Beng 4/4 4.2 Directors Training All Board members have attended the Mandatory Accreditation Programme ( MAP ) prescribed by Bursa Malaysia Securities Berhad. The Directors continue to identify and attend appropriate seminars, conferences and courses to keep themselves abreast with the changes in legislation and regulations affecting the Group. As an integral part of the orientation and education programme for any new Director, the Management will brief the new Director on the business aspects of the Group.

20 18 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement During the financial year, the Directors kept themselves abreast with developments in the market and legislation by reading Bursa s circulars, including updates to the MMLR and other technical, professional, financial and business literature. In addition to the above, the Directors also attended training on Corporate Disclosure for Directors, The Roles and Responsibilities of the Nominating Committee, Corporate Governance & Enterprise Risk Management, Corporate Governance Practices, the Future of Corporate Reporting, the Corporate Governance Guide to gain a clear understanding in applying the principles and recommendations of the Code, Business Leadership Coaching sessions and a seminar on Leading Organisation in an Age of Change. 5. Uphold Integrity in Financial Reporting 5.1 Compliance with Applicable Financial Reporting Standards The Board is assisted by the AC to oversee the Group s financial reporting processes and the quality of its financial reporting and to ensure that the financial statements of the Group and Company comply with applicable financial reporting standards in Malaysia. Such financial statements comprise the quarterly financial report announced to Bursa Malaysia Securities Berhad and the annual statutory financial statements. A Statement by the Board of its responsibilities is set out on page 20 of this Annual Report. Through the annual financial statements as well as the Chairman s statement and review of operations in the Annual Report and the quarterly announcements of results to shareholders, the Board aims to provide and present a balanced and meaningful assessment of the Group s financial performance and prospects. 5.2 Assessment of Suitability and Independence of External Auditors The AC oversees and appraises the quality of the audits conducted by the Company s external auditors; maintain open lines of communication between the Board of Directors and external auditors for the exchange of views and information, as well as to confirm their respective authority and responsibilities; and assess the adequacy of the risk management systems and internal control environment as well as the financial reporting systems based on audit feedback from the external auditors. Key features underlying the relationship between the AC and the external auditors are included in the AC s Report as detailed on pages 24 to 28 of the Annual Report. The AC had reviewed the suitability and independence of the external auditors and recommended their re-appointment to the Board. The external auditors had provided their confirmation to the AC that they have complied with the ethical requirements regarding independence with respect to the audit of the Group in accordance with all relevant professional and regulatory requirements. The external auditors shall not be engaged by the Company to perform any other services which may result in a compromise of the independence of the external auditors.

21 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement 6. Recognise and manage risk 6.1 Sound Framework to Manage Risk The Board had established a Risk Management Policy to establish the context for an embedded Enterprise Risk Management ( ERM ) framework within the Group; formalize the ERM function across the Group; sensitise staff more strongly to risk identification, measurement, control, ongoing monitoring, responsibilities and accountabilities; Coordinate and standardise the understanding and application of ERM within the Group; and to ensure compliance by the Board of its organisational obligations and duties of care and diligence in accordance with the MMLR. The ERC ensures that the Group operates within the overall risk parameters as approved by the Board. Primary duties and responsibilities of the ERC include identifying business risks and the achievement of objectives and strategies; designing, implementing and monitoring the Group s Risk Management Framework; and identifying changes to risks or emerging risks, taking appropriate actions, and promptly reporting to the AC. 6.2 Internal Audit Function The Company has outsourced its internal audit function to an independent internal audit services provider for the financial year. The AC oversees and appraises the quality of the audits conducted by the Company s internal auditors; maintain open lines of communication between the Board of Directors and the internal auditors for the exchange of views and information, as well as to confirm their respective authority and responsibilities; and assesses the adequacy of the risk management systems and internal control environment as well as the financial reporting systems based on audit feedback from the internal auditors. Key features underlying the relationship between the AC and the internal auditors are included in the AC s Report as detailed on pages 24 to 28 of the Annual Report. The Statement of Risk Management and Internal Control furnished on pages 29 to 30 of the Annual Report provides an overview of the system of internal controls of the Group. 7. Ensure Timely and High Quality Disclosure 7.1 Corporate Disclosure Policy ( CDP ) The Company is committed to provide clear, accurate and timely disclosure of all material information pertaining to its performance and operations to its stakeholders and the general public. The Company has in place a CDP which serves to provide guidance to the relevant persons on the disclosure requirements and the manner in which the material information is to be disseminated and confidential information maintained. 7.2 Leverage on Information Technology for Effective Dissemination of Information The Company has established a website at from which shareholders as well as members of the public may access the latest information on the operations and activities of the Group as well as all the information required by Bursa Malaysia Securities Berhad. The Company ensures timely release of the financial results on a quarterly basis to provide an overview of the Group s performance and operations to its shareholders. The Company also makes timely announcements for the information of its shareholders and the general public of any corporate manoeuvres in accordance with the MMLR.

22 20 super enterprise holdings berhad ( X) Annual Report 2014 Corporate Governance Statement 8. Strengthen Relationship between Company and Shareholders 8.1 Encourage Shareholder Participation at General Meetings The Company recognizes the importance of accountability to its shareholders through proper communication with them. The AGM is the principal forum for dialogue with the shareholders. Shareholders are notified of the meeting and provided with a copy of the Company s Annual Report before the meeting. All shareholders are encouraged to attend the AGM and participate in its proceedings. Every opportunity is given to the shareholders to ask questions on the resolutions being proposed and seek clarification on the business and performance of the Group. 8.2 Poll Voting The Board encourages poll voting at general meetings in case of substantive resolutions which require shareholders approval. At the previous Annual General Meeting ( AGM ) held on 20 September 2013, the Chairman had notified the shareholders of their right to demand for poll, provided that the minimum requirement as set out the Articles of Association of the Company is met at the commencement of the AGM. 8.3 Effective Communication and Proactive Engagement At the previous AGM, all directors were present in person to engage directly with the shareholders. The Chairman invited shareholders to raise questions before putting a resolution to vote. The Directors, management and external auditors were in attendance to respond to the shareholders queries. Directors responsibility statement in respect of the preparation of the audited financial statements The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2014 and of their profit or loss and cashflows for the year then ended. In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 have been adhered to. In preparing the financial statements, the Directors have applied consistently suitable accounting policies and have made reasonable and prudent judgements and estimates. The Directors also have a general responsibility for taking such steps as are reasonably available to them to safeguard the assets of the Group and to prevent fraud and other irregularities. Corporate Social Responsibility ( CSR ) Our Group acknowledges that CSR is an important aspect of our business. We continue to undertake responsible practices that impact the society and environment in a positive manner and to inculcate a culture of responsibility in all aspects of our business.

23 super enterprise holdings berhad ( X) Annual Report Corporate Governance Statement The CSR initiatives undertaken by our Group during the financial year under review are summarised below: a) Our Workplace Creating a safe working environment and ensuring safe practices in all aspects is the paramount duty of our Group. As part of our commitment to provide a safe workplace, we have initiated health and safety programmes such as chemical health risk assessments, fire drills and safety system checks on the equipments. 5S have also been implemented with year-long audits being conducted and 5S incentives and awards are presented to employees yearly. Company dinners or trips are also organised yearly to foster togetherness and teamwork. We also promote enhancement in human capital through training, skills development, research and development in areas related to the Group s operations. b) The Environment The Group is aware of its responsibility towards preserving the environment and is committed to minimize adverse impacts on the environment through recycling, optimal usage of natural resources and the adoption of the Green concept by reducing usage of hazardous, non-recyclable materials in the Group s operations. Recycling campaigns and drives organized by employees to promote recycling and re-use were carried out during the year. All major facilities within our Group are accredited with ISO 14001:2004 Environmental Management Systems. c) The Community The Group is committed to being a responsible corporate citizen and, during the year, held a joint blood donation drive with the National Blood Bank at the Group corporate HQ. d) The Market Place We are committed to ensure that the interests of all our important stakeholders our shareholders, suppliers and customers are being taken care of. Our Group emphasises on good corporate governance practices to meet shareholders expectations. For our suppliers, we practise transparent and fair procurement policies. As for our customers, all major facilities within our Group are accredited with ISO 9001:2008 Quality Management Systems and ISO/TS 16949:2009 Quality Management Systems for automotive applications. We are committed to supply quality products and meeting customers satisfaction through continual improvement in technology, processes and services.

24 22 super enterprise holdings berhad ( X) Annual Report 2014 Other Compliance Information 1. Share buyback During the financial year ended 31 March 2014, the Company had purchased 12,000 shares of its issued shares from the open market, details of which are set out below: Month of Number of Shares Purchase Price Total Consideration Purchase Purchased Per Share (RM) Paid (RM)* September , , February , , *inclusive of brokerage expenses All the shares purchased by the Company were retained as Treasury Shares. As at the financial year ended 31 March 2014, the Company retained 13,000 Treasury Shares. 2. Depository Receipt (DR) Programme During the financial year ended 31 March 2014, the Company did not sponsor any DR programme. 3. Imposition of Sanctions and/or Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies. 4. Non-Audit Fees There were no non-audit fees paid or payable to the external auditors, Messrs. Crowe Horwath or its affiliated companies by the Group. 5. Variation in Results There was no deviation of 10% or more between the results of the financial year ended 31 March 2014 as per audited financial statements and the unaudited results previously announced. 6. Profit Estimate, Forecast or Projection The Company did not release any profit estimates, forecast or projections. 7. Profit Guarantees During the financial year ended 31 March 2014, there were no profit guarantees given or received by the Company. 8. Material Contracts During the financial year ended 31 March 2014, there were no material contracts entered into by the Company or any of its subsidiaries involving Directors and major shareholders interests.

25 super enterprise holdings berhad ( X) Annual Report Other Compliance Information 9. Contracts Relating to Loans There were no material contracts relating to loans by the Company involving Directors and major shareholders. 10. Utilisation of proceeds The Company did not implement any fund raising exercise during the financial year under review. 11. Options or Convertible Securities No options, warrants or convertible securities were exercised during the financial year under review. 12. Recurrent Related Party Transaction of a Revenue or Trading Nature ( RRPT ) Please refer to Note 31 on RRPT disclosures during the financial year ended 31 March 2014 on page 84 of the Annual Report.

26 24 super enterprise holdings berhad ( X) Annual Report 2014 Audit Committee Report Membership The Audit Committee ( AC ) comprises the following members: - Mr Liung Cheong Poh - Chairman, Independent Non-Executive Director Datuk Haji Zubir Bin Haji Ali - Independent Non-Executive Director Mr Soh Chee Beng - Independent Non-Executive Director Terms of Reference 1. OBJECTIVES The objective of the AC is to assist the Board of Directors in meeting its responsibilities relating to accounting and reporting practices of the Company and its subsidiary companies. In addition, the AC shall:- a) Oversee and appraise the quality of the audits conducted both by the Company s internal and external auditors; b) Maintain open lines of communication between the Board of Directors, the internal auditors and the external auditors for the exchange of views and information, as well as to confirm their respective authority and responsibilities; and c) Assess the adequacy of the risk management systems and internal control environment as well as the financial reporting systems based on audit feedback from the external and internal auditors. 2. COMPOSITION The AC shall be appointed by the Board of Directors from among its number (pursuant to a resolution of the Board of Directors) which fulfils the following requirements:- a) The AC must be composed of no fewer than 3 members; b) All members of the AC should be non-executive directors, with a majority of the AC being independent directors; c) All members of the AC should be financially literate and at least one member of the AC:- i) must be a member of the Malaysian Institute of Accountants; or ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years working experience and:- he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, iii) he must be a person who fulfills such other requirements as may be prescribed by or approved by the Exchange and/or such other relevant authorities from time to time.

27 super enterprise holdings berhad ( X) Annual Report Audit Committee Report d) No alternate director is appointed as a member of the AC. The members of the AC must elect a chairman from among themselves who is an independent director. In the event of any vacancy in the AC resulting in the non-compliance of item 2 (a) to (d) above, the vacancy must be filled within 3 months of that event. The Board of Directors must review the term of office and performance of the AC and each of its members at least once every 3 years to determine whether the AC and members have carried out their duties in accordance with the terms of reference. 3. FUNCTIONS The functions of the AC are as follows:- a) To review the independence, resources, capability and performance of the external auditors with a view to recommending their appointment/reappointment or removal. The external auditors shall not be engaged by the Company to perform any other services which may result in a compromise of the independence of the external auditors as contained in Section 290 [Independence Audit and Review Engagement] of the By- Laws (On Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants. b) To review and discuss the following with the external auditors and report the same to the Board of Directors:- i) the terms of engagement and the level of fee to ensure an effective function; ii) iii) iv) the external audit plan and scope to ensure effectiveness of audit; the evaluation of the system of internal controls; the audit report and all other relevant matters to ensure that all statutory requirements and standards are met; v) the assistance given by the Company s employees to the external auditors; vi) vii) viii) ix) any related party transaction and/or conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity; reservations and significant findings arising from the interim and final audits; the external auditors Management Letter and management s response; and frank dialogue with the external auditors at private sessions. c) To review the resignation or removal of an external auditor to ensure that the reasons and procedures are proper and acceptable; d) To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

28 26 super enterprise holdings berhad ( X) Annual Report 2014 Audit Committee Report e) To review the quarterly and year-end financial statements of the company, focusing particularly on:- Any changes in accounting policies and practices; Significant adjustments arising from the audit and unusual events; The going concern assumption; and Compliance with accounting standards and other legal requirements. f) To do the following in relation to the internal audit function:- Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority and independence to carry out its work effectively; Review the internal audit programme and results of the internal audit performed and where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; Review any appraisal or assessment of the performance of members of the internal audit function; Approve any appointment or termination of senior staff members of the internal audit function (for inhouse function) and review and recommend appointment or termination of independent professional service provider (if outsourced); and Take cognisance of resignation of internal audit staff members (for in-house internal audit function) or change in internal audit function service provider (for outsourced internal audit function) and provide the resigning staff member/service provider an opportunity to submit his/their reasons for resigning. g) To consider the major findings of internal investigations and management s response; h) To consider any related party transactions that may arise within the Company and Group; i) To ensure the internal audit function established is independent of the activities it audits and to identify a head of internal audit who reports directly to the AC. The head of internal audit will be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control, and governance processes within the Company; j) To review the contracts for the provision of non-audit services (if any) by the external auditors and ensure it will not give rise to any conflict of interests; and k) To consider other areas as defined by the Board. 4. RIGHTS OF THE AC The AC shall, in the discharge of its duties and at the cost of the Company:- a) have authority to investigate any matter within its terms of reference; b) have the resources available which are required to perform its duties; c) have full and unrestricted access to any information pertaining to the Company; d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; e) have the right to obtain independent professional or other advice; and f) have the prerogative to convene meetings with the external auditors, internal auditors or both excluding the attendance of other directors and employees of the Company, whenever deemed necessary. The Chairman of the AC shall engage on a continuous basis with senior management, such as the Chairman of the Board, the Managing Director/Chief Executive Officer, the Group Chief Financial Officer, the Head of Internal Audit and the external auditors in order to be kept informed of matters affecting the Company.

29 super enterprise holdings berhad ( X) Annual Report Audit Committee Report 5. MEETINGS The AC meets at least four (4) times a year. Additional meetings shall be called as and when the Chairman deems it necessary in order to fulfil its duties. However, at least twice a year the AC shall meet with the external auditors without executive Board members present. In addition, the Chairman may call for a meeting of the AC if a request is made by any committee member, the Company s Chief Executive Officer, or the internal or external auditors. The Company Secretary or an appropriate senior official shall act as secretary of the AC and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting. The Secretary shall also be responsible for keeping the minutes of meetings of the AC, and circulating them to committee members and to the other members of the Board of Directors. A quorum shall consist of a majority of independent directors. By invitation of the AC, the Company must ensure that other directors and employees attend any particular AC meeting specific to the relevant agenda. Meetings The AC convened four (4) meetings during the financial year. The meeting was appropriately structured through the use of agendas, which were distributed to members with sufficient notification and attached with comprehensive information on matters to be discussed. The details of attendance of the AC members at AC Meetings during the financial year are set out below: AC Members Number of Meetings Attended Mr Liung Cheong Poh (Chairman) 4/4 Datuk Haji Zubir Bin Haji Ali 4/4 Mr Soh Chee Beng 4/4 Summary of Activities Undertaken by the AC During the financial year ended 31 March 2014 and in line with its terms of reference, the AC carried out the following activities in the discharge of its functions and duties:- Evaluated the performance of the external auditors and recommended their re-appointment to the Board for the financial year under review. Reviewed the external auditors scope of work and audit plans for the financial year. Reviewed with the external auditors the results of the audit, the report and the management letter, including management s response. Reviewed the internal auditors programmes and plan for the financial year under review. Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management s response. Discussed with management on actions taken to improve the system of internal control based on improvement opportunities identified in the audit reports. Reviewed the Risk Assessment Review Report.

30 28 super enterprise holdings berhad ( X) Annual Report 2014 Audit Committee Report Reviewed the annual report and audited financial statements of the Company and the Group prior to the submission to the Board for their consideration and approvals. Reviewed the quarterly unaudited financial results announcements before recommending them to the Board for approval. Reviewed any related party transactions entered into by the Group. Reviewed the extent of the Group s compliance with the provisions set out under the Malaysian Code of Corporate Governance 2012 ( the Code ) for the purpose of preparing the Corporate Governance statement and the statement on Risk Management and Internal Control pursuant to the Listing Requirements of Bursa Securities and the Code. Reviewed the adequacy of the scope, function, competency and resources of the Internal Audit Function. Met with the external auditors twice and once with the internal auditors without the presence of the Executive Directors and Management. Reviewed the re-appointment of internal auditors and made the appropriate recommendation to the Board. Training and Education During the financial year, the AC members attended training on Corporate Disclosure for Directors, The Roles and Responsibilities of the Nominating Committee, Corporate Governance & Enterprise Risk Management, Corporate Governance Practices and the Future of Corporate Reporting, apart from reading Bursa s circulars and other technical, professional, financial and business literature to enhance their knowledge and enable them to discharge their duties more effectively. Internal Audit Function The Company has outsourced its internal audit function to an independent internal audit service provider for the financial year ended 31 March The key functions and activities of the internal audit are as follows:- 1. Provide the AC and the Board with the assurance that the risk management, internal control, and policies and procedures of the Company are adequate and enforced to ensure good governance, integrity and accurate financial reporting. 2. Recommend appropriate remedial measures if and when weaknesses, deficiencies and lapses are detected relating to 1 above, and follow up to ensure prompt and timely implementation of the recommendations by management. 3. Develop an understanding of the business in general and selected audit areas in particular to provide the required depth and direction of audit, and documenting the same by way of flowcharts, narratives and reports. 4. Perform financial data comparison and analysis, including analysis of key ratios and budgetary variances, and presenting the report to the AC. 5. Identify key risk areas, review risk management, and suggest additional measures which may be needed to properly manage the risks and presenting the same to the AC on a regular basis. 6. Based on the findings from the reviews in 3, 4 and 5 above, to propose appropriate audit plans and scopes tailored to the changing needs and circumstances of the Company. 7. Develop and execute a risk-based sampling and testing approach to ensure that the key internal controls are effective. The internal audit team which was outsourced to an independent professional firm reports directly to the AC. The principal role of the function is to undertake independent regular and systematic reviews of the system of internal control so as to provide reasonable assurance that such system continues to operate satisfactorily and effectively. This function also acts as a source to assist the AC and the Board to strengthen and improve current management in pursuit of best practices. Costs incurred for the internal audit function of the Group in respect of the financial year ended 31 March 2014 amounted to approximately RM66,100. Further details of the activities of the internal audit function are set out in the Statement on Risk Management and Internal Control on pages 29 to 30 of the Annual Report.

31 super enterprise holdings berhad ( X) Annual Report STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL Board Responsibility The Board acknowledges its responsibility for maintaining a sound system of internal control covering not only financial controls but also controls relating to operational, compliance and risk management to safeguard shareholders investments and Group s assets. As part of its internal control and risk management system, the Group has in place an on-going process for identifying, evaluating, monitoring and managing significant risks faced by the Group and this process includes reviewing and updating the system of internal controls to take into consideration changes in the regulatory and business environment. This process is regularly reviewed by the Board via the Audit Committee and the Executive and Risk Management Committee and accords with the guidance for directors on risk management and internal control, the Statement on Risk Management and Internal Control: Guidance for Directors of Public Listed Issuers. The Board had tasked Management to identify and assess the risks faced by the Group and thereafter design, implement and monitor appropriate internal controls to mitigate and control those risks. As there are limitations that are inherent in any system of internal control, the system designed can manage rather than eliminate risks that may impact the achievement of the Group s business objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control covers, inter alia, financial, operational and compliance controls and risk management procedures. Control Environment The key elements of the Group s control environment are summarized as follows:- Organisation Structure and Accountability Levels Key responsibilities and lines of accountability within the Group are defined, with clear reporting lines up to the Senior Management of the Group and to the Board of Directors of Super Enterprise Holdings Berhad. There is a clear separation of roles between the Board Chairman and the CEO to ensure a balance of power and authority. Management led by the CEO is responsible for the execution of the Group s strategies and day-to-day businesses. Board Committees The Board manages the Group s risks effectively via the clear segregation of their duties and responsibilities which are defined under the terms of reference of the respective committees of which they are a member. The terms of reference of the various committees are as set out in the Corporate Governance Statement on pages 10 to 21 and the Audit Committee Report on pages 24 to 28 of the Annual Report. Strategic Business Planning, Budgeting and Reporting A Group strategic business planning process is in place where financial planning is correlated to the Group s strategic business plans. Financial performance is regularly compared against budgetary parameters, with explanations of major variances, review of internal and external factors contributing to performance, and an account of management actions taken to improve results. Control Procedures Operating companies in the Group maintains policies and procedures for sales ordering, procurement, inventory management and production process to establish the accountabilities and standard control procedures. These policies and procedures are revised as needed to meet changing business needs.

32 30 super enterprise holdings berhad ( X) Annual Report 2014 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL Risk Management The Board have formalized a Risk Management framework that projects the Group s desire to identify, evaluate and manage significant business risks. It is an on-going process for identifying, evaluating and managing the significant risks via the examination of principal business risks in critical areas, assessing the likelihood of material exposures and the identification of measures taken to mitigate, avoid or reduce these risks are undertaken by the Executive Directors, General Managers and senior management through regular meetings held throughout the financial year. The Group has carried out risk assessment exercise individually for the subsidiary companies on a quarterly basis. The Senior Management and the Audit Committee were briefed on the key risks of the operating companies in the Group and the risk mitigation plans. Internal Audit Function The Board acknowledges the importance of the Internal Audit function and has in place such a function which reports directly to the Audit Committee (AC). The principal objective of the Internal Audit function is to assess the adequacy, integrity and effectiveness of the Group s internal control system. The audit plan for each year is presented to and approved by the AC before the start of the new financial year. Such audits, which are based on appropriately structured and designed internal audit programmes, assess internal controls in ensuring that operations are efficient and effective and that all risks inherent are adequately addressed and managed. The results of the review are reported to the AC, which will then be presented to the Board by the AC Chairman at the scheduled Board meetings. Once approved by the Board, a follow up on the implementation of recommendations is performed to ensure satisfactory control is maintained. A summary of the internal audit activities during the financial year is as follows: a) Presented the annual audit plan for the consideration of and approval by the AC; b) Conducted operational audits on the Group s subsidiaries to ascertain the adequacy and integrity of their system of internal controls and made recommendations for improvement in areas identified; and c) Performed follow-up reviews to determine the adequacy, effectiveness and timeliness of actions taken by the Management on audit recommendations. Conclusion The Board is of the view that the risk management and internal controls practices and processes are in place for the year under review and up to the date of issuance of the financial statements is sound and adequate to safeguard the interest of shareholders. No material losses, contingencies or uncertainties have arisen from any inadequacy or failure of the Group s internal controls that would require separate disclosure in this Annual Report. The CEO and CFO have provided assurance to the Board that the Group s risk management and internal control system, in all material aspects, is operating adequately and effectively.

33 Financial Statements 32 Directors Report 36 Statement by Directors 36 Statutory Declaration 37 Independent Auditors Report 39 Statements of Financial Position 40 Statements of Profit or Loss and Other Comprehensive Income 42 Statements of Changes in Equity 45 Statements of Cash Flows 47 Notes to the Financial Statements

34 32 super enterprise holdings berhad ( X) Annual Report 2014 Directors Report The directors of Super Enterprise Holdings Berhad have pleasure in submitting their report and the audited financial statements of the Group and of the Company. PRINCIPAL ACTIVITIES The Company is principally engaged in the businesses of investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS The Group RM 000 The Company RM 000 Profit after taxation for the financial year 7, Attributable to:- Owners of the Company 7, Non-controlling interests 247-7, DIVIDENDS A final dividend of 5.0 sen per ordinary share less 25% tax amounting to RM1,567,688 for the financial year ended 31 March 2013 was approved by the shareholders at the Annual General Meeting held on 20 September 2013 and paid on 22 October At the forthcoming Annual General Meeting, a final single tier dividend of 5.0 sen per ordinary share amounting of RM2,089,000 in respect of the current financial year will be proposed for shareholders approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by shareholders, will be accounted for as a liability in the financial year ending 31 March RESERVES AND PROVISIONS All material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements. ISSUES OF SHARES AND DEBENTURES During the financial year:- (a) there were no changes in the authorised and issued and paid-up share capital of the Company; and (b) there were no issues of debentures by the Company. TREASURY SHARES During the financial year, the Company purchased 12,000 of its issued ordinary shares from the open market at a weighted average price of approximately RM1.16 per share. The total consideration paid for the purchase was RM14,019 including transaction costs. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act 1965 and are presented as a deduction from equity.

35 super enterprise holdings berhad ( X) Annual Report Directors Report As at 31 March 2014, the Company held a total of 13,000 treasury shares out of its 41,811,000 issued and fully paid-up ordinary shares. The treasury shares are held at a carrying amount of RM14,940. Relevant details on the treasury shares are disclosed in Note 17 to the financial statements. On 8 July 2014, the Company purchased 20,000 of its issued ordinary shares from the open market at a price of RM1.62 per share. The total consideration paid for the purchase was RM32,557 including transaction costs. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act 1965 and are presented as a deduction from equity in the financial year ending 31 March OPTIONS GRANTED OVER UNISSUED SHARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company. BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables. At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company. CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their value as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES The contingent liability is disclosed in Note 34 to the financial statements. At the date of this report, there does not exist:- (a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.

36 34 super enterprise holdings berhad ( X) Annual Report 2014 Directors Report CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year. DIRECTORS The directors who served since the date of the last report are as follows:- Datuk Haji Zubir Bin Haji Ali Dato Mohd Ibrahim Bin Mohd Nor (Appointed on ) Goh Jui Leang Goh Joi Sang Goh Jooi Chong Liung Cheong Poh Soh Chee Beng DIRECTORS INTERESTS According to the register of directors shareholdings, the interests of directors holding office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows:- Number of Ordinary Shares of RM1 Each At At Bought Sold Direct Interests in the Company Goh Jui Leang 4,390, ,390,678 Goh Joi Sang 5,019, ,019,424 Goh Jooi Chong 493, ,400 Indirect Interests in the Company Goh Jui Leang # 1,918, ,918,253 Goh Joi Sang # 1,918, ,918,253 Direct Interest in a Subsidiary, S.E. Printing (M) Sdn. Bhd. Goh Jooi Chong 340, ,000 # - Deemed interested by virtue of their direct shareholdings in Layang Sempurna Sdn. Bhd. The other directors holding office at the end of the financial year had no interest in shares in the Company or its related corporations during the financial year.

37 super enterprise holdings berhad ( X) Annual Report Directors Report DIRECTORS BENEFITS Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 31 to the financial statements. Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR The significant events during the financial year are disclosed in Note 37 to the financial statements. AUDITORS The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office. Signed in accordance with a resolution of the Directors Goh Jui Leang Goh Joi Sang Dated 31 July 2014

38 36 super enterprise holdings berhad ( X) Annual Report 2014 Statement By Directors We, Goh Jui Leang and Goh Joi Sang, being two of the directors of Super Enterprise Holdings Berhad, state that, in the opinion of the directors, the financial statements set out on pages 39 to 101 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 March 2014 and of their financial performance and cash flows for the financial year ended on that date. The supplementary information set out in Note 38, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad. Signed In Accordance With A Resolution Of The Directors Goh Jui Leang Goh Joi Sang Dated 31 July 2014 Statutory Declaration I, Boon Choong Kong, being the officer primarily responsible for the financial management of Super Enterprise Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 39 to 101 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act Subscribed and solemnly declared by Boon Choong Kong, at Kuala Lumpur in the Federal Territory on this 31 July 2014 Boon Choong Kong Before me Yap Lee Chin (W 591) Commissioner for Oaths

39 super enterprise holdings berhad ( X) Annual Report Independent Auditors Report to the members of Super Enterprise Holdings Berhad (Incorporated in Malaysia) Company No: X Report on the Financial Statements We have audited the financial statements of Super Enterprise Holdings Berhad, which comprise the statements of financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 39 to 101. Directors Responsibility for the Financial Statements The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 March 2014 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:- (a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the financial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the financial statements. (c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

40 38 super enterprise holdings berhad ( X) Annual Report 2014 Independent Auditors Report to the members of Super Enterprise Holdings Berhad (Incorporated in Malaysia) Company No: X Other Reporting Responsibilities The supplementary information set out in Note 38 on page 102 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ( MIA Guidance ) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. Crowe Horwath Firm No: AF 1018 Chartered Accountants Ngiam Mia Teck Approval No: 3000/07/16 (J) Chartered Accountant 31 July 2014 Kuala Lumpur

41 super enterprise holdings berhad ( X) Annual Report STATEMENTS OF FINANCIAL POSITION at 31 March 2014 The Group The Company Note RM 000 RM 000 RM 000 RM 000 ASSETS NON-CURRENT ASSETS Property, plant and equipment 5 62,209 55, Investments in subsidiaries ,392 29,148 Other investments Goodwill 8 1,209 1, Deferred tax assets ,686 57,295 29,981 29,908 CURRENT ASSETS Inventories 10 14,166 13, Trade receivables 11 28,721 26, Other receivables, deposits and prepayments 12 5,027 5,878 1, Amount owing by subsidiaries ,494 5,155 Tax recoverable 920 2, ,648 Short-term investments 14 3,668 9,915 3,359 7,582 Deposits with licensed banks 15 8,911 8,624-2,250 Cash and bank balances 12,574 10,474 2, ,987 77,714 16,275 17,009 TOTAL ASSETS 137, ,009 46,256 46,917 EQUITY AND LIABILITIES EQUITY Share capital 16 41,811 41,811 41,811 41,811 Treasury shares 17 (15) (1) (15) (1) Reserves 18 50,481 45,313 4,011 4,747 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 92,277 87,123 45,807 46,557 NON-CONTROLLING INTERESTS 9,594 9, TOTAL EQUITY 101,871 96,702 45,807 46,557 NON-CURRENT LIABILITIES Long-term borrowings 19 6,055 7, Deferred tax liabilities 9 2,608 2, ,663 9, CURRENT LIABILITIES Trade payables 20 15,169 14, Other payables and accruals 21 5,073 6, Amount owing to subsidiaries Short-term borrowings 19 4,876 4, Provision for taxation 2,021 2, ,139 28, TOTAL LIABILITIES 35,802 38, TOTAL EQUITY AND LIABILITIES 137, ,009 46,256 46,917 The annexed notes form an integral part of these financial statements.

42 40 super enterprise holdings berhad ( X) Annual Report 2014 Statements Of Profit Or Loss And Other Comprehensive Income The Group The Company Note RM 000 RM 000 RM 000 RM 000 CONTINUING OPERATIONS Revenue , ,406 3,938 4,036 Cost of Sales (91,079) (85,007) - - Gross Profit 32,805 31,399 3,938 4,036 Other Income 2,147 6, ,472 34,952 37,523 4,665 7,508 Distribution Expenses (6,859) (6,522) - - Administrative Expenses (16,193) (16,000) (3,240) (3,944) Other Expenses (659) (229) (20) (2) Share of Results in Associates - (134) - - Finance Costs (796) (569) (5) (12) Profit Before Taxation 23 10,445 14,069 1,400 3,550 Income Tax Expense 24 (2,869) (3,270) (568) (1,005) Profit after taxation from continuing operations 7,576 10, ,545 DISCONTINUED OPERATIONS Profit after taxation from discontinued operations, net of tax Profit After Taxation 7,576 11, ,545 Other Comprehensive (Expenses)/Income, Net of Tax Items that may be reclassified subsequently to profit or loss Fair value changes of availablefor-sale financial assets Foreign currency translation differences (632) Total Other Comprehensive (Expenses)/Income (630) Total Comprehensive Income for the Financial Year 6,946 11, ,545

43 super enterprise holdings berhad ( X) Annual Report Statements Of Profit Or Loss And Other Comprehensive Income The Group The Company Note RM 000 RM 000 RM 000 RM 000 Profit After Taxation Attributable to:- Owners of the Company 7,329 9, ,545 Non-controlling interests 247 1, ,576 11, ,545 Total Comprehensive Income Attributable to:- Owners of the Company 6,736 10, ,545 Non-controlling interests 210 1, Earnings Per Share (Sen) 26 BASIC: - continuing operations discontinued operations DILUTED: - continuing operations Not applicable Not applicable - discontinued operations Not applicable Not applicable 6,946 11, ,545 The annexed notes form an integral part of these financial statements.

44 42 super enterprise holdings berhad ( X) Annual Report 2014 STATEMENTS OF CHANGES IN EQUITY Non-distributable Distributable Foreign Attributable Exchange Fair To Owners Non- Share Treasury Translation Value Retained Of The controlling Total Capital Shares Reserve Reserve Profits Company Interests Equity The Group Note RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Balance at , (4) 35,792 77,979 8,334 86,313 Profit after taxation for the financial year ,894 9,894 1,219 11,113 Other comprehensive income for the financial year, net of tax: - Fair value changes of available-for-sale financial assets Foreign currency translation differences Total comprehensive income for the financial year ,894 10,117 1,250 11,367 Transactions with owners of the Company: - Purchase of treasury shares - (1) (1) - (1) - Disposal of a subsidiary - - (169) Dividend: - by the Company (941) (941) - (941) - by a subsidiary to non-controlling interests (5) (5) - (1) (169) - (772) (942) (5) (947) Changes in ownership interests in subsidiary that do not result in a loss of control (31) (31) - (31) Total transactions with owners - (1) (169) - (803) (973) (5) (978) Balance at ,811 (1) 431 (1) 44,883 87,123 9,579 96,702

45 super enterprise holdings berhad ( X) Annual Report STATEMENTS OF CHANGES IN EQUITY Non-distributable Distributable Foreign Attributable Exchange Fair To Owners Non- Share Treasury Translation Value Retained of the controlling Total Capital Shares Reserve Reserve Profits Company Interests Equity The Group Note RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Balance at ,811 (1) 431 (1) 44,883 87,123 9,579 96,702 Profit after taxation for the financial year ,329 7, ,576 Other comprehensive (expenses) /income for the financial year, net of tax: - Fair value changes of available-for-sale financial assets Foreign currency translation differences - - (595) - - (595) (37) (632) Total comprehensive (expenses) /income for the financial year - - (595) 2 7,329 6, ,946 Transactions with owners of the Company: - Purchase of treasury shares 17 - (14) (14) - (14) - Dividend: - by the Company (1,568) (1,568) - (1,568) - by a subsidiary to non-controlling interests (195) (195) Total transactions with owners - (14) - - (1,568) (1,582) (195) (1,777) Balance at ,811 (15) (164) 1 50,644 92,277 9, ,871

46 44 super enterprise holdings berhad ( X) Annual Report 2014 STATEMENTS OF CHANGES IN EQUITY Non-Distributable Distributable Share Treasury Retained Total Capital Shares Profits Equity The Company Note RM 000 RM 000 RM 000 RM 000 Balance at ,811-3,143 44,954 Profit after taxation/total comprehensive income for the financial year - - 2,545 2,545 Transactions with owners of the Company: - Purchase of treasury shares - (1) - (1) - Dividend (941) (941) Balance at / ,811 (1) 4,747 46,557 Profit after taxation/total comprehensive income for the financial year Transactions with owners of the Company: - Purchase of treasury shares 17 - (14) - (14) - Dividend (1,568) (1,568) Balance at ,811 (15) 4,011 45,807 The annexed notes form an integral part of these financial statements.

47 super enterprise holdings berhad ( X) Annual Report STATEMENTS OF CASH FLOWS The Group The Company RM 000 RM 000 RM 000 RM 000 Cash flows from/(for) operating activities Profit before taxation: - Continuing operations 10,445 14,069 1,400 3,550 - Discontinued operations ,445 14,397 1,400 3,550 Adjustments for:- Allowance for impairment losses on trade receivables Bad debts written off Bad debts recovered (1) Depreciation of property, plant and equipment 7,826 7, Dividend income (2) (2) (2,203) (2,500) Gain on disposal of property, plant and equipment (235) (136) - - Gain on disposal of a subsidiary - (1,678) - (2,631) Gain on disposal of an associate - (1,602) - - Gain on disposal of other investment (49) Interest expense Interest income (474) (479) (715) (552) Inventories written off Property, plant and equipment written off Reversal of impairment loss on trade receivables (157) (110) - - Share of results in associates Unrealised loss/(gain) o foreign exchange 404 (416) 20 (170) Operating profit/(loss) before working capital changes 19,326 19,633 (1,317) (2,080) Increase in inventories (1,365) (838) - - (Increase)/Decrease in trade and other receivables (824) (9,554) (1,362) 3 Decrease in amount owing by associates - 1, Decrease in amount owing to an associate - (66) - - (Decrease)/Increase in trade and other payables (1,735) 3, Cash from/(for) operations/balance carried forward 15,402 13,923 (2,574) (2,001)

48 46 super enterprise holdings berhad ( X) Annual Report 2014 STATEMENTS OF CASH FLOWS The Group The Company Note RM 000 RM 000 RM 000 RM 000 Balance brought forward 15,402 13,923 (2,574) (2,001) Interest paid (796) (647) (5) (12) Interest received Net income tax (paid)/refunded (643) (1,716) Net cash from/(for) operating activities 14,437 12,039 (916) (1,461) Cash flows (for)/from investing activities Dividend received 2 2 2,101 1,875 (Advances to)/repayment from subsidiaries - - (2,998) 972 Purchase of property, plant and equipment 28 (13,494) (9,107) - - Proceeds from disposal of property, plant and equipment Net proceeds from disposal of a subsidiary, net of cash and cash equivalents 6-13, Acquisition of a subsidiary, net of cash and cash equivalents Proceeds from disposal of a subsidiary ,574 Proceeds from disposal of other investment Increase in investment in subsidiaries - - (604) (2,450) Net cash (for)/from investing activities (13,168) 5,876 (1,501) 13,971 Cash flows for financing activities Dividend paid to owners of the Company (1,568) (941) (1,568) (941) Repayment to subsidiaries - - (50) (1,559) Dividend paid to non-controlling interests (84) (5) - - Net (repayment)/drawdown of bankers acceptances (371) Drawdown of term loans - 1, Purchases of treasury shares (14) (1) (14) (1) Repayment of hire purchase obligations (899) (1,211) - (116) Repayment of term loans (1,924) (2,494) - - Repayment of revolving credits - (390) - - Net cash for financing activities (4,860) (2,945) (1,632) (2,617) Net (decrease)/increase in cash and cash equivalents (3,591) 14,970 (4,049) 9,893 Cash and cash equivalents at beginning of the financial year 29,013 13,756 10, Effects of foreign exchange translation (269) Cash and cash equivalents at end of the financial year 29 25,153 29,013 6,108 10,157 The annexed notes form an integral part of these financial statements.

49 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 1. General Information The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The domicile of the Company is Malaysia. The registered office and principal place of business are as follows:- Registered office : Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan. Principal place of business : Lot 9, Jalan E1/1, Kawasan Perusahaan Taman Ehsan, Kepong, Kuala Lumpur. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 31 July Principal Activities The Company is principally engaged in the businesses of investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. 3. Basis Of Preparation The financial statements of the Group are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Malaysian Financial Reporting Standards ( MFRSs ), International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. 3.1 During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any):- MFRSs and IC Interpretations (Including The Consequential Amendments) MFRS 10 Consolidated Financial Statements MFRS 11 Joint Arrangements MFRS 12 Disclosure of Interests in Other Entities MFRS 13 Fair Value Measurement MFRS 119 (2011) Employee Benefits MFRS 127 (2011) Separate Financial Statements MFRS 128 (2011) Investments in Associates and Joint Ventures Amendments to MFRS 7: Disclosures Offsetting Financial Assets and Financial Liabilities Amendments to MFRS 10, MFRS 11 and MFRS 12: Transition Guidance Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine Annual Improvements to MFRSs Cycle The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Group s financial statements.

50 48 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 3. Basis Of Preparation (Cont d) 3.2 The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year:- MFRSs and IC Interpretations (Including The Consequential Amendments) Effective Date MFRS 9 (2009) Financial Instruments ) MFRS 9 (2010) Financial Instruments ) To be MFRS 9 Financial Instruments (Hedge Accounting and ) announced Amendments to MFRS 7, MFRS 9 and MFRS 139) ) by MASB Amendments to MFRS 9 and MFRS 7: ) Mandatory Effective Date of MFRS 9 and Transition Disclosures ) MFRS 14 Regulatory Deferral Accounts 1 January 2016 Amendments to MFRS 10, MFRS 12 and MFRS 127 (2011): Investment Entities 1 January 2014 Amendments to MFRS 11 : Accounting for Acquisitions of Interests in Joint Operations 1 January 2016 Amendments to MFRS 116 and MFRS 138: Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016 Amendments to MFRS 119: Defined Benefit Plans Employee Contributions 1 July 2014 Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014 Amendments to MFRS 136: Recoverable Amount Disclosures for Non-financial Assets 1 January 2014 Amendments to MFRS 139: Novation of Derivatives and Continuation of Hedge Accounting 1 January 2014 IC Interpretation 21 Levies 1 January 2014 Annual Improvements to MFRSs Cycle 1 July 2014 Annual Improvements to MFRSs Cycle 1 July 2014 The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group s operations except as follows:- (a) MFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Subsequently, this MFRS 9 was amended in year 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition (known as MFRS 9 (2010)). Generally, MFRS 9 replaces the parts of MFRS 139 that relate to the classification and measurement of financial instruments. MFRS 9 divides all financial assets into 2 categories - those measured at amortised cost and those measured at fair value, based on the entity s business model for managing its financial assets and the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of the MFRS 139 requirement. An entity choosing to measure a financial liability at fair value will present the portion of the change in its fair value due to changes in the entity s own credit risk in other comprehensive income rather than within profit or loss. There will be no material financial impact on the financial statements of the Group upon its initial application. (b) The amendments to MFRS 132 provide the application guidance for criteria to offset financial assets and financial liabilities. There will be no material financial impact on the financial statements of the Group upon its initial application.

51 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies 4.1 Critical Accounting Estimates And Judgements Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:- (a) Depreciation of Property, Plant and Equipment The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial factors which could change significantly as a result of technical innovations and competitors actions in response to the market conditions. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (b) Income Taxes There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made. (c) Impairment of Non-financial Assets When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows. (d) Write-down of Inventories Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories. (e) Impairment of Trade and Other Receivables An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loan and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables. (f) Impairment of Available-for-sale Financial Assets The Group reviews its available-for-sale financial assets at the end of each reporting period to assess whether they are impaired. The Group also records impairment loss on available-for-sale equity investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is significant or prolonged requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost.

52 50 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.1 Critical Accounting Estimates And Judgements (Cont d) (g) Classification of Leasehold Land The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic life of the land, management considered that the present value of the minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired substantially all the risks and rewards incidental to the ownership of the land through a finance lease. (h) Impairment of Goodwill Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash flows of the cash-generating unit to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying value of goodwill. (i) Fair Value Estimates for Certain Financial Assets and Liabilities The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and/or equity. 4.2 Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the reporting period. Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. (a) Business combinations Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred.

53 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.2 Basis of Consolidation (Cont d) (a) Business combinations (Cont d) In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. Non-controlling interests in the acquiree may be initially measured either at fair value or at the noncontrolling interests proportionate share of the fair value of the acquiree s identifiable net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis. (b) Non-controlling Interest Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity. (c) Changes In Ownership Interests In Subsidiaries Without Change of Control All changes in the parent s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity of the Group. (d) Loss of Control Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as the difference between:- (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary; and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. 4.3 Goodwill Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

54 52 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.3 Goodwill (Cont d) Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interests recognised and the fair value of the Group s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree s identifiable assets and liabilities at the date of acquisition is recorded as goodwill. Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised as a gain in profit or loss. 4.4 Functional and Foreign Currencies (a) Functional and Presentation Currency The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency. The consolidated financial statements are presented in Ringgit Malaysia ( RM ), which is the Company s functional and presentation currency. (b) Transactions and Balances Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss. (c) Foreign Operations Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss. Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period. 4.5 Financial Instruments Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

55 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.5 Financial Instruments (Cont d) A financial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are recognised immediately in profit or loss. Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item. (a) Financial Assets On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial assets, as appropriate. (i) Financial Assets at Fair Value through Profit or Loss As at the end of the reporting period, there were no financial assets classified under this category. (ii) Held-to-maturity Investments As at the end of the reporting period, there were no financial assets classified under this category. (iii) Loans and Receivables Financial Assets Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Loans and receivables financial assets are classified as current assets, except for those having settlement dates later than 12 months after the reporting date which are classified as non-current assets. (iv) Available-for-sale Financial Assets Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group s right to receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any. Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

56 54 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.5 Financial Instruments (Cont d) (b) Financial Liabilities All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. Financial liabilities are classifies as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (c) Equity Instruments Instruments classified as equity are measured at cost and are not remeasured subsequently. (i) Ordinary Shares Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for appropriation. (ii) Treasury Shares When the Company s own shares recognised as equity are bought back, the amount of the consideration paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares purchased that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity. Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included in equity. Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included in equity. (d) Derecognition A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss. A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

57 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.5 Financial Instruments (Cont d) (e) Financial Guarantee Contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specific debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. Financial guarantee contracts are recognised initially as liabilities at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee or, when there is no specific contractual period, recognised in profit or loss upon discharge of the guarantee. If the debtor fails to make payment relating to a financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period and the amount initially recognised less cumulative amortisation. 4.6 Investments in Subsidiaries Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investments includes transaction costs. On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss. 4.7 Property, Plant and Equipment Property, plant and equipment, other than freehold land and buildings, are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any and is not depreciated. Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:- Buildings 2% - 5% Leasehold land Over the lease period of years Plant and machinery 6% - 10% Hand labellers 33% - 100% Fire protection, computers and office equipment 10% - 25% Renovation, furniture and fittings 3% - 33% Motor vehicles 6% - 25% The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

58 56 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.7 Property, Plant and Equipment (Cont d) Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable. Building in-progress represents payments made towards the acquisition of land and building and related capital assets which are not ready for commercial use at the end of reporting date. Building in-progress is stated at cost and will be transferred to the relevant category of long-term assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of building in-progress includes direct costs and related expenditure. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss. 4.8 Impairment (a) Impairment of Financial Assets All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment. An impairment loss in respect of loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows, discounted at the financial asset s original effective interest rate. An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss. With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income. (b) Impairment of Non-financial Assets The carrying values of assets, other than those to which MFRS Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets fair value less costs to sell and their value in use, which is measured by reference to discounted future cash flow.

59 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.8 Impairment (Cont d) (b) Impairment of Non-financial Assets (Cont d) An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 4.9 Assets Under Hire Purchase Assets acquired under hire purchase are capitalised in the financial statements at the lower of the fair value of the leased assets and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 4.7 above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and comprises the purchase price, production or conversion costs and incidentals incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale Income Taxes Income tax for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer s interest in the net fair value of the acquiree s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

60 58 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.11 Income Taxes (Cont d) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer s interest in the net fair value of the acquiree s identifiable assets, liabilities and contingent liabilities over the business combination costs Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdraft and shortterm, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less Provisions Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The unwinding of the discount is recognised as interest expense in profit or loss Employee Benefits (a) Short-term Benefits Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted basis and are recognised in profit or loss in the period in which the associated services are rendered by employees of the Group. (b) Defined Contribution Plans The Group s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans Related Parties A party is related to an entity (referred to as the reporting entity ) if:- (a) A person or a close member of that person s family is related to a reporting entity if that person:- (i) has control or joint control over the reporting entity; (ii) has significant influence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

61 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.15 Related Parties (Cont d) (b) An entity is related to a reporting entity if any of the following conditions applies:- (i) The entity and the reporting entity are members or the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) The entity is a post-employment benefit plan for the benefit of employees or either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity. (vi) The entity is controlled or jointly controlled by a person identified in (a) above. (vii) A person identified in (a)(i) above has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity Contingent Liabilities A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using a valuation technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a principal market, in the most advantageous market. For non-financial asset, the fair value measurement takes into account a market s participant s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:- Level 1: Level 2: Level 3: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the measurement date; Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and Inputs are unobservable inputs for the asset or liability. The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the transfer.

62 60 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 4. Significant Accounting Policies (Cont d) 4.18 Revenue Recognition (a) Sale of Goods Revenue is measured at fair value of the consideration received or receivable and is recognised upon delivery of goods and customers acceptance and where applicable, net of returns and trade discounts. (b) Dividend Income Dividend income from investment is recognised when the right to receive dividend payment is established. (c) Management Fee Management fee is recognised on an accrual basis. (d) Interest Income Interest income is recognised on an accrual basis using the effective interest method. (e) Rental Income Rental income is recognised on an accrual basis Non-Current Assets Held for Sale and Discontinued Operations Non current assets (or disposal group comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the non-current assets (or the disposal group) are remeasured in accordance with the Group s accounting policies. Upon classification as held for sale, the non-current assets (the disposal group) are not depreciated and are measured at the lower of their previous carrying amount and fair value less cost to sell. Any differences are recognised in profit or loss. A discontinued operation is a component of the Group s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and other comprehensive income is restated as if the operation had been discontinued from the start of the comparative period Operating Segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group s other components. An operating segment s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available Borrowing Costs Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised in profit or loss as expenses in the period in which they incurred Operating Leases Leases in which the Group does not assume substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line method over the lease period.

63 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 5. Property, Plant And Equipment Fire Plant, Protection, Renovation, Machinery Computers Furniture, Freehold Leasehold And Hand And Office And Motor Land Land Buildings Labellers Equipment Fittings Vehicles Total The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Cost At ,246 1,454 11,763 87,231 8,608 5,602 4, ,627 Additions ,447 1, ,678 Disposals (1,890) (80) - (34) (2,004) Written off (267) (109) - - (376) Reclassification (2) Exchange differences (106) - (303) (1,680) (51) 154 (58) (2,044) At ,140 1,454 11,697 96,841 9,743 6,285 4, ,881 Accumulated Depreciation At ,631 49,689 6,356 2,951 2,519 65,831 Depreciation charge for the financial year , ,826 Disposals (1,890) (56) - (18) (1,964) Written off (267) (106) - - (373) Exchange differences - - (42) (645) (22) 86 (25) (648) At ,015 52,315 6,768 3,718 3,139 70,672 Net Book Value At , ,682 44,526 2,975 2,567 1,582 62,209

64 62 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 5. Property, Plant And Equipment (Cont d) Fire Plant, Protection, Renovation, Machinery Computers Furniture, Freehold Leasehold Building And Hand And Office And Motor Land Land Buildings In-Progress Labellers Equipment Fittings Vehicles Total The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Cost At ,200 1,454 7,719 1,543 77,550 7,960 3,552 4, ,436 Acquisition of a subsidiary , , ,513 Additions ,106 9, ,951 Disposals (4,242) (106) (234) (427) (5,009) Written off (705) (51) (122) (45) (923) Reclassification - - 3,670 (3,670) Exchange differences At ,246 1,454 11,763-87,231 8,608 5,602 4, ,627 Accumulated Depreciation At ,354-46,779 5,843 2,187 2,196 61,032 Acquisition of a subsidiary , ,239 Depreciation charge for the financial year , ,182 Disposals (3,544) (86) (96) (427) (4,153) Written off (613) (46) (47) (34) (740) Exchange differences - - (16) At ,631-49,689 6,356 2,951 2,519 65,831 Net Book Value At , ,132-37,542 2,252 2,651 2,204 55,796

65 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 5. Property, Plant And Equipment (Cont d) Computer And Office Motor Equipment Vehicles Total The Company RM 000 RM 000 RM Cost At / ,221 1,241 Accumulated Depreciation At Depreciation charge for the financial year At Net Book Value At Cost At / ,221 1,241 Accumulated Depreciation At Depreciation charge for the financial year At Net Book Value At (a) The net book value of certain properties of the Group charged to licensed banks as security for banking facilities granted to the Group are as follows:- The Group RM 000 RM 000 Freehold land and buildings 6,148 6,564 Leasehold land and buildings 3,566 3,695 Plant and machinery 2,913-12,627 10,259 At the end of the reporting period, the leasehold land and buildings with a net book value of RM409,068 ( RM415,467) and RM468,308 ( RM507,398) respectively were pledged as security for a banking facility granted to a subsidiary, is in the process of being discharged as the facility granted has been fully settled in the previous financial year.

66 64 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 5. Property, Plant And Equipment (Cont d) (b) The net book value of assets acquired under hire purchase terms are as follows:- The Group RM 000 RM 000 Motor vehicles Investments In Subsidiaries The Company RM 000 RM 000 Unquoted shares, at cost - in Malaysia 21,959 21,959 - outside Malaysia 7,600 6,631 Quasi loans - outside Malaysia 5,077 5,802 34,636 34,392 Accumulated impairment losses:- At / (5,244) (5,744) Written off during the financial year At / (5,244) (5,244) 29,392 29,148 In the previous financial years, the Company made an impairment on investment in subsidiaries which were dormant or inactive and where their respective net asset value was less than the Company s carrying amount. The details of the subsidiaries are as follows:- Effective Country of Equity Interest Name Of Subsidiary Incorporation Principal Activities % % Super Enterprise Sdn. Bhd. Malaysia Manufacturing and distribution of self adhesive labels and stickers and sale of labelling machines.

67 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 6. Investments In Subsidiaries (Cont d) The details of the subsidiaries are as follows:- Effective Country of Equity Interest Name Of Subsidiary Incorporation Principal Activities % % Super Labels Industries Malaysia Manufacturing and distribution of Sdn. Bhd. (1) self adhesive labels and stickers and sale of labelling machines. Super Enterprise (Penang) Malaysia Manufacturing and distribution of Sdn. Bhd. self adhesive labels and stickers. Zenith Action Sdn. Bhd. (2) Malaysia Property letting. Zenith Pioneer (M) Sdn. Bhd. (2) Malaysia Property letting. Super Seals Enterprise (M) Malaysia Manufacturing and distribution of Sdn. Bhd. (2) self adhesive labels and stickers. Super Box (Malaysia) Malaysia In liquidation. Sdn. Bhd. # (In Members Voluntary Liquidation) Super Labels Sdn. Bhd. Malaysia Distribution of self adhesive labels and stickers and trading of bar code printers, hand labellers and related consumables. S.E. Printing (M) Sdn. Bhd. Malaysia Manufacturing and marketing of name plates and light plates. Doukoban Marketing Sdn. Bhd. (3) Malaysia Assembly and trading of slim advertising bright lights and other promotional items. Guangzhou Super Serigraph The People s Produce printed, formed and Electronics Co., Ltd.^(3) Republic of China trimmed insert for plastic injection moulding/assembly operations focusing on IML/IMD. S.E. Slimbright Sdn. Bhd. (3) Malaysia 60 - Trading and distribution of slim light panels, sign and signages. S.E. Industries (Philippines) Inc. * Philippines Manufacturing and distribution of self adhesive labels and stickers.

68 66 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 6. Investments In Subsidiaries (Cont d) The details of the subsidiaries are as follows:- Effective Country of Equity Interest Name Of Subsidiary Incorporation Principal Activities % % S.E. Industries (Thailand) Thailand Manufacturing and distribution of Co., Ltd. ^ self adhesive labels and stickers. PT. Super Label Indonesia ^ Indonesia Manufacturing and distribution of self adhesive labels and stickers. (1) Interest held through Super Enterprise Sdn. Bhd. (2) Interest held through Super Enterprise (Penang) Sdn. Bhd. (3) Interest held through S.E. Printing (M) Sdn. Bhd. # This company is in the process of winding up by way of a Members Voluntary Liquidation during the financial year. ^ These subsidiaries were audited by other firms of chartered accountants. * This subsidiary was audited by a member firm of Crowe Horwath International of which Crowe Horwath is a member. Quasi loans represent advances and payments made on behalf of which the settlement is neither planned nor likely to occur in the foreseeable future. These amounts are, in substance, a part of the Company s net investment in the subsidiaries. The quasi loans are stated at cost less accumulated impairment losses, if any. (a) The non-controlling interests at the end of the reporting period comprise the following:- Effective Equity Interest The Group % % RM 000 RM 000 S.E. Printing (M) Sdn. Bhd ,003 8,165 PT. Super Label Indonesia ,591 1,414 9,594 9,579

69 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 6. Investments In Subsidiaries (Cont d) (b) The summarised financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows:- S.E. Printing (M) Sdn. Bhd. Group RM 000 RM 000 At 31 March Non-current assets 13,023 14,030 Current assets 13,970 15,748 Non-current liabilities (1,636) (1,931) Current liabilities (5,257) (7,602) Net assets 20,100 20,245 Financial year ended 31 March Revenue 31,083 27,377 (Loss)/Profit after taxation (218) 2,136 Total comprehensive income 25 2,191 Total comprehensive income attributable to non-controlling interests Dividends paid to non-controlling interests (68) - Net cash flows from operating activities 2, Net cash flows for investing activities (1,186) (60) Net cash flows (for)/from financing activities (554) 819 PT. Super Label Indonesia RM 000 RM 000 At 31 March Non-current assets 8,603 9,414 Current assets 9,164 7,224 Non-current liabilities (703) (1,207) Current liabilities (9,329) (8,523) Net assets 7,735 6,908 Financial year ended 31 March Revenue 18,868 17,627 Profit after taxation 1,674 1,824 Total comprehensive income 1,000 1,530 Total comprehensive income attributable to non-controlling interests Dividends paid to non-controlling interests (127) (5) Net cash flows for operating activities (1,029) (669) Net cash flows for investing activities (1,095) (2,234) Net cash flows (for)/from financing activities (389) 422

70 68 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 6. Investments In Subsidiaries (Cont d) (c) Disposal of Shanghai Super Labels Co. Ltd. ( SSL ) On 22 November 2011, the Company entered into a conditional Share Sale Agreement with Anne (Hong Kong) Co., Limited for the disposal of its entire interest in SSL for a total cash consideration of RMB28 million (RM14 million). The disposal was completed on 6 July 2012 and as such, SSL ceased to be a subsidiary of the Company. The disposal had the following effects on the financial position of the Group for the financial year ended 31 March 2013: RM 000 Property, plant and equipment 9,794 Deferred tax assets 78 Inventories 7,362 Trade and other receivables 7,524 Cash and bank balances 430 Bank borrowings (4,291) Trade and other payables (8,375) Provision for taxation (164) Net assets disposed 12,358 Total disposal proceeds (14,036) Gain on disposal to the Group (1,678) Disposal proceeds settled by: Cash 14,036 Cash consideration 14,036 Cash and cash equivalents of subsidiary disposed (430) Net cash inflow of the Group 13,606 (d) Acquisition of Guangzhou Super Serigraph Electronics Co., Ltd ( GSSE ) In the previous financial year, S.E. Printing (M) Sdn. Bhd. ( SEP ), a subsidiary of the Company, increased its equity interest in an associate, GSSE, through a share transfer agreement with Brilliant Dragon Industrial Limited. Consequently, GSSE became a wholly-owned subsidiary of SEP.

71 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 6. Investments In Subsidiaries (Cont d) (d) Acquisition of Guangzhou Super Serigraph Electronics Co., Ltd ( GSSE ) (Cont d) The fair values of the identifiable assets and liabilities of GSSE as at the date of acquisition in the previous financial year were: RM 000 Property, plant and equipment 4,274 Inventories 460 Trade and other receivables 1,727 Cash and bank balances 383 Trade and other payables (4,244) Provision for taxation (38) Share of reverse of associate (1,260) Gain on remeasurement (408) Fair value of net assets acquired 894 Goodwill on acquisition 831 Total purchase consideration 1,725 Purchase consideration settled by: Offset with amounts due from the seller of the shares 1,725 Purchase consideration - Cash and cash equivalents of subsidiary acquired 383 Net cash inflow of the Group 383 The acquired subsidiary had contributed the following results to the Group in the previous financial year: 2013 RM 000 Revenue 8,628 Loss after taxation (15)

72 70 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 7. Other Investments The Group RM 000 RM 000 Quoted shares in Malaysia Unquoted shares in Malaysia Accumulated impairment losses - (126) Accumulated impairment losses:- At / (126) (126) Written off during the financial year At / (126) Represented by:- At fair value (a) Investments in quoted shares of the Group are designated as available-for-sale financial assets and are measured at fair value. (b) Investments in unquoted shares of the Group are designated as available-for-sale financial assets but are stated at cost less accumulated impairment losses, if any, as their fair values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares. 8. Goodwill The Group RM 000 RM 000 At 31 March 1,209 1,209 (a) The carrying amounts of goodwill allocated to each cash-generating unit are as follows:- The Group RM 000 RM 000 Labels and stickers Name plates and in-mould decorating products ,209 1,209

73 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 8. Goodwill (Cont d) (b) The Group has assessed the recoverable amounts of goodwill allocated and determined that no impairment is required. The recoverable amounts of the cash-generating units are determined using the value-in-use approach and this is derived from the present value of future cash flows from the operating segments computed based on projections of financial budgets approved by management covering a period of 3 to 5 years. The key assumptions used in determination of the recoverable amounts are as follows: Gross Margin Growth Rate Discount Rate Labels and stickers 26.66% 26.85% 10.00% 12.00% 6.90% 6.90% Name plates and in-mould decorating products 22.00% 23.00% 10.00% 15.00% 16.27% 17.73% (i) Budgeted gross margin Gross margin achieved in 1 year immediately before the budgeted periods and expectations of market developments over the periods under review. (ii) Annual growth rate of revenue (iii) Discount rate (pre-tax) Based on the industry trends and past performances of the subsidiary. Reflects specific risks relating to the relevant operating segment. The management believes that no reasonable change in the above key assumptions would cause the carrying amount of the goodwill to exceed its recoverable amount. 9. Deferred Taxation The Group The Company RM 000 RM 000 RM 000 RM 000 At / ,208 2, Recognised in profit or loss (Note 24) 144 (24) Disposal group classified as held-for-sale (Note 24) - (81) - - Exchange differences At / ,361 2, Presented as follows:- Deferred tax assets (247) (271) - - Deferred tax liabilities 2,608 2, ,361 2,

74 72 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 9. Deferred Taxation (Cont d) Deferred tax assets and liabilities are attributable to the following:- The Group The Company RM 000 RM 000 RM 000 RM 000 Deferred tax assets:- Allowance for impairment losses on receivables (95) (103) - - Others (152) (168) - - (247) (271) - - Deferred tax liabilities:- Accelerated capital allowances over depreciation 3,136 2, Others (528) 100 (5) 28 2,608 2, Inventories The Group RM 000 RM 000 At Cost:- Raw materials 6,378 6,611 Work-in-progress 2,838 2,755 Manufactured inventories 4,620 3,783 Consumables Labelling machines ,166 13,318 Recognised in profit or loss:- Inventories recognised as cost of sales 91,322 84,903 Inventories written off Trade Receivables The Group RM 000 RM 000 Trade receivables 29,797 27,535 Allowance for impairment losses (1,076) (1,023) 28,721 26,512 Allowance for impairment losses:- At / (1,023) (1,069) Addition during the financial year (246) (234) Reversal during the financial year Written off during the financial year Exchange differences 14 (19) At / (1,076) (1,023)

75 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 11. Trade Receivables (Cont d) (a) The Group s normal trade credit terms range from 30 to 120 ( to 120) days. (b) The allowance for impairment losses is made mainly on those trade receivables in significant financial difficulties and have defaulted on payments. 12. Other Receivables, Deposits And Prepayments The Group The Company RM 000 RM 000 RM 000 RM 000 Other receivables 1,503 3, Deposits Prepayments 3,005 2,134 1, ,027 5,878 1, Amounts Owing By/(To) Subsidiaries The amounts owing are non-trade in nature, unsecured and repayable on demand. The amount owing by subsidiaries owing bore interest rate at 8.5% ( %) per annum. 14. Short-term Investments Short-term investments of the Group and of the Company are cash funds in Malaysia designated as available-for-sale financial assets and are measured at fair value. 15. Deposits With Licensed Banks The deposits with licensed banks of the Group and of the Company at the end of the reporting period bore effective interest rates ranging from 2.21% to 3.20% ( % to 3.01%) per annum. The deposits have maturity periods ranging from 1 to 30 days ( to 30 days). 16. Share Capital The Company Number Of Shares ( 000) RM 000 RM 000 Ordinary Shares Of RM1 Each:- Authorised 100, , , ,000 Issued and fully paid-up 41,811 41,811 41,811 41, Treasury Shares During the financial year, the Company purchased 12,000 of its issued ordinary shares from the open market at a weighted average price of approximately RM1.16 per share. The total consideration paid for the purchase was RM14,019 including transaction costs. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act 1965 and are presented as a deduction from equity. As at 31 March 2014, the Company held a total of 13,000 treasury shares out of its 41,811,000 issued and fully paid-up ordinary shares. The treasury shares are held at a carrying amount of RM14,940.

76 74 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 17. Treasury Shares (Cont d) On 8 July 2014, the Company purchased 20,000 of its issued ordinary shares from the open market at a price of RM1.62 per share. The total consideration paid for the purchase was RM32,557 including transaction costs. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act 1965 and are presented as a deduction from equity in the financial year ending 31 March Reserves 18.1 Foreign Exchange Translation Reserve The foreign exchange translation reserve arose from the translation of the financial statements of foreign subsidiaries and is not distributable by way of dividends Fair Value Reserve The fair value reserve represents the cumulative fair value changes (net of tax, where applicable) of available-forsale financial assets until they are disposed of or impaired Retained Profits Under the single tier tax system, tax on the Company s profits is the final tax and accordingly, any dividends to the shareholders are not subject to tax. 19. Bank Borrowings The Group The Company RM 000 RM 000 RM 000 RM 000 Current:- Secured term loans 2,623 1, Unsecured term loans 1,108 1, Secured bankers acceptances Hire purchase payables ,876 4, Non-current:- Secured term loans 4,808 5, Hire purchase payables 1,247 1, ,055 7, ,931 11, Current:- Not later than one year 4,876 4, Non-current:- Later than one year and not later than two years 3,849 3, Later than two years and not later than five years 2,206 3, Later than five years ,055 7, ,931 11,

77 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 19. Bank Borrowings (Cont d) (a) Term Loans The secured term loans are secured by a legal charge over the Group s land, buildings and a printing machine, standby letters of credit from local licensed banks and a corporate guarantee provided by the Company. The unsecured term loans of the Group are supported by corporate guarantees from the Company. The repayment terms of the term loans are as follows:- Secured term loan 1 at a floating rate Repayable in 60 monthly instalments of IDR74,074,233 effective from of 11.50% per annum December Secured term loan 2 at a floating rate of 11.25% per annum Repayable on demand. Secured term loan 3 at a floating rate Repayable in 60 monthly instalment of IDR50,400,000 effective from of 11.00% per annum October Secured term loan 4 at a floating rate Repayable in 72 monthly instalments of THB166,000, effective of Minimum Lending Rate ( MLR ) June % per annum Secured term loan 5 at a floating rate Repayable in 72 monthly instalments of THB529,000, effective from of MLR-1.45% per annum November Secured term loan 6 at fixed Repayable in 168 monthly instalments of RM17,534, effective from 6.25% per annum April Secured term loan 7 at fixed Repayable in 36 monthly instalments of Peso2,500,000, effective 6% per annum from September (b) Hire Purchase Payables The Group The Company RM 000 RM 000 RM 000 RM 000 Minimum hire purchase payments: - not later than one year later than one year and not later than five years 1,354 2, ,006 3, Less: Future finance charges (200) (338) - - Present value of hire purchase payables 1,806 2, Current:- Not later than one year Non-current:- Later than one year and not later than five years 1,247 1, ,806 2,

78 76 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 20. Trade Payables Included in the trade payables of the Group at the end of the reporting period were the following:- The Group RM 000 RM 000 Amount owing to a company in which certain directors have interests: - Sakata Inx (Malaysia) Sdn. Bhd. 1 3 Amount owing to a company aligned with a person related to the directors: - Supersho Sdn. Bhd The normal trade credit terms granted to the Group range from 30 to 120 ( to 120) days. 21. Other Payables And Accruals The Group The Company RM 000 RM 000 RM 000 RM 000 Other payables:- Third parties 2,680 4, Directors ,752 4, Accruals 2,321 2, ,073 6, The amount owing to directors is unsecured, interest-free and repayable on demand. The amount is to be settled in cash. 22. Revenue The Group The Company RM 000 RM 000 RM 000 RM 000 Continuing operations Sales of labels and stickers 94,743 90, Sales of name plates and in-mould decorating product 29,141 26, Dividend income - - 2,203 2,500 Management fee - - 1,735 1, , ,406 3,938 4,036

79 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 23. Profit Before Taxation The Group The Company RM 000 RM 000 RM 000 RM 000 Profit before taxation is arrived at after charging/(crediting):- Allowance for impairment loss on trade receivables Audit fee: - current financial year underprovision in the previous financial year Bad debts written off Depreciation of property, plant and equipment 7,826 7, Directors fee Directors non-fee emoluments: - salaries, bonuses and allowances 1,647 1,607 1,177 1,137 - defined contribution plan benefits-in-kind Interest expense: - advances from subsidiaries bank overdraft hire purchase term loans revolving credits others Inventories written off Property, plant and equipment written off Rental expenses: - accommodation factory premises office Staff costs: - salaries, wages, bonuses and allowances 26,275 24, defined contribution plan 1,962 2, other benefits Share of results in associates Bad debts recovered (1) Dividend income - subsidiaries - - (2,203) (2,500) - other investment (2) (2) - -

80 78 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 23. Profit Before Taxation (Cont d) The Group The Company RM 000 RM 000 RM 000 RM 000 Profit before taxation is arrived at after charging/(crediting) (Cont d):- Gain on disposal of other investment (49) Gain on disposal of an associate - (1,602) - - Gain on disposal of a subsidiary - (1,678) - (2,631) Gain recognised on the remeasurement of assets of a subsidiary acquired - (408) - - (Gain)/Loss on foreign exchange: - realised (139) (72) (12) unrealised 404 (405) 20 (170) Gain on disposal of property, plant and equipment (235) (136) - - Interest income: - deposits with a licensed banks (474) (479) (211) (233) - subsidiaries - - (504) (319) Reversal of impairment loss on trade receivables (157) (110) Income Tax Expense The Group The Company RM 000 RM 000 RM 000 RM 000 Continuing operations Income tax: - Malaysian tax 1,712 1, foreign tax 1,028 1, withholding tax ,120 3, (over)/underprovision in the previous financial year (395) (201) ,725 3, Deferred taxation (Note 9): - relating to originating and recognition of temporary differences 130 (108) 34 (53) - underprovision in the previous financial year (24) ,869 3, ,005 Income tax is calculated at the Malaysian statutory tax rate of 25% of the estimated assessable profit for the financial year. Taxation for other jurisdictions is calculated at the rates prevailing in their respective jurisdictions.

81 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 24. Income Tax Expense (Cont d) A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and of the Company is as follows:- The Group The Company RM 000 RM 000 RM 000 RM 000 Continuing operations Profit before taxation 10,445 14,069 1,400 3,550 Tax at the statutory tax rate of 25% ( %) 2,611 3, Tax effects of:- Non-taxable income (661) (1,299) (204) (688) Non-deductible expenses Deferred tax assets not recognised during the financial year Utilisation of deferred tax assets not recognised previously (108) (69) - - Differential in tax rates 77 (27) - - Foreign tax Withholding tax (Over)/Underprovision of current tax in the previous financial year (395) (201) - 12 Underprovision of deferred tax in the previous financial year Tax incentives 28 (162) - - Income tax expense for the financial year 2,869 3, ,005 The Group 2013 RM 000 Discontinued operations Income tax: - foreign tax 95 Deferred taxation (Note 9): - relating to originating and recognition of temporary differences (81) 14

82 80 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 24. Income Tax Expense (Cont d) A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group is as follows:- The Group 2013 RM 000 Profit before taxation 328 Tax at the statutory tax rate of 25% 82 Tax effect of:- Non-taxable income (68) Income tax expense for the financial year 14 The statutory tax rate will be reduced to 24% from the current financial year s rate of 25%, effective year of assessment No deferred tax assets are recognised for the following items:- The Group RM 000 RM 000 Continuing operations Unutilised reinvestment allowances 10,902 10,902 Unutilised tax losses 6,593 6,929 Unabsorbed capital allowances Others ,833 18, Profit After Taxation From Discontinued Operations The Company had on 22 November 2011 announced the proposed disposal of its entire interest in Shanghai Super Labels Co., Ltd. ( SSL ) to Anne (Hong Kong) Co., Ltd. The proposed disposal of SSL was completed on 6 July Profits attributable to the discontinued operations in the previous financial year were as follows:- Note The Group 2013 RM 000 Revenue 7,130 Expenses (6,750) Operating profits 380 Finance costs (52) Profit before taxation 328 Income tax expense 24 (14) Profit after tax from discontinued operations 314

83 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 25. Profit After Taxation From Discontinued Operations (Cont d) (a) Included in profit before taxation from the discontinued operations in the previous financial year were the following:- The Group 2013 RM 000 Audit fee 22 Depreciation of property, plant and equipment 308 Interest expense: - bank overdraft 44 - term loans 34 Staff costs: - salaries, wages, bonuses and allowances 1,273 - defined contribution plan 235 Loss/(Gain) on foreign exchange: - realised 24 - unrealised (11) (b) The net cash flows from the discontinued operations in the previous financial year were as follows:- The Group 2013 RM 000 Operating (1,307) Investing 869 Financing (117) Net cash outflow (555) 26. Earnings Per Share The Group Profit after taxation from continuing operations (RM 000) 7,329 9,580 Profit after taxation from discontinued operations (RM 000) Profit attributable to owners of the Company (RM 000) 7,329 9,894 Weighted average number of ordinary shares:- Issued ordinary shares at 1 April ( 000) 41,811 41,811 Effect of treasury shares purchased (4) - Weighted average number of ordinary shares at 31 March ( 000) 41,807 41,811 Basic earnings per ordinary share (Sen) - from continuing operations from discontinued operations The diluted earnings per share was not presented as there were no dilutive potential of the ordinary shares at the end of the reporting period.

84 82 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 27. Dividend The Company RM 000 RM 000 Paid:- Final dividend of 5.0 sen per ordinary share less 25% tax in respect of the financial year ended 31 March ,568 - Final dividend of 3.0 sen per ordinary share less 25% tax in respect of the financial year ended 31 March , At the forthcoming Annual General Meeting, a final single tier dividend of 5.0 sen per ordinary share amounting of RM2,089,000 in respect of the current financial year will be proposed for shareholders approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by shareholders, will be accounted for as a liability in the financial year ending 31 March Purchase Of Property, Plant And Equipment The Group The Company RM 000 RM 000 RM 000 RM 000 Cost of property, plant and equipment purchased 15,678 13, Amount financed through: - hire purchase - (2,738) term loan (2,184) (2,106) - - Cash disbursed for purchase of property, plant and equipment 13,494 9, Cash And Cash Equivalents For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:- The Group The Company RM 000 RM 000 RM 000 RM 000 Continuing operations Short-term investments 3,668 9,915 3,359 7,582 Deposits with licensed banks 8,911 8,624-2,250 Cash and bank balances 12,574 10,474 2, ,153 29,013 6,108 10,157

85 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 30. Directors Remuneration (a) The aggregate amounts of remuneration received and receivable by the directors of the Group and of the Company during the financial year are as follows:- The Group The Company RM 000 RM 000 RM 000 RM 000 Directors Of The Company Executive directors: - non-fee emoluments 1,943 1,897 1,383 1,337 Non-Executive directors: - fee allowance ,027 1,980 1,467 1,420 Directors Of The Subsidiaries Executive directors: - non-fee emoluments The estimated monetary value of benefits-in-kind provided to the directors of the Group and of the Company during the financial year are as follows:- The Group The Company RM 000 RM 000 RM 000 RM 000 Directors Of The Company Executive directors Non-Executive directors Directors Of The Subsidiaries Executive directors (b) The number of the Company s directors with total remuneration falling in bands of RM50,000 are as follows:- The Group Number of Directors Executive directors:- RM550,001 - RM600, RM650,001 - RM700,000-2 RM700,001 - RM750, Non-Executive directors:- Below RM50,

86 84 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 31. Significant Related Party Disclosures (a) Identities of related parties In addition to the information detailed elsewhere in the financial statements, the Group has related party relationships with its directors, key management personnel and entities within the same group of companies. (b) Other than those disclosed elsewhere in the financial statements, the Group and the Company also carried out the following significant transactions with the related parties during the financial year:- The Group The Company RM 000 RM 000 RM 000 RM 000 Subsidiaries Dividend - - 2,203 2,500 Interest income Interest expense - - (5) (10) Management fee income - - 1,735 1,536 Management fee expense - - (103) (340) Parties connected to Directors Sales Purchases (41) (39) - - Rental of accommodation (5) (5) - - Salaries and other short-term employee benefits (1,112) (1,114) - - Company in which certain Directors have interests Purchases (7) (10) - - Key management personnel compensation Short-term employee benefits 10,122 9,035 2,478 2, Operating Segments Operating segments are prepared in a manner consistent with the internal reporting provided to the Board of Directors in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided. The Group is organised into 3 main business segments as follows:- (a) Labels and stickers segment - manufacturing and distributing labels and stickers, sales of labelling machines, hand labellers, bar code printers and related consumables. (b) Name plates and in-mould decorating products segment - manufacturing of name plates and LCD backlights for display screens and fabricated products. (c) Other segments - property letting and investment holding.

87 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 32. Operating Segments (Cont d) Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items. Unallocated items comprise mainly investments and related income, loans and borrowings, income taxes and related expenses. Transfer prices between operating segments are at arm s length basis in a manner similar to transactions with third parties. Business Segments Name Plates and Labels In-mould and Decorating The Stickers Products Others Group 2014 RM 000 RM 000 RM 000 RM 000 Revenue External revenue 94,743 29, ,884 Inter-segment revenue 2,215 1, ,235 96,958 31, ,119 Adjustments and eliminations (4,235) Consolidated revenue 123,884 Results Results before following adjustments 18,685 2,890 (2,216) 19,359 Interest income Depreciation of property, plant and equipment (5,223) (2,378) (225) (7,826) Other material items (218) (23) (20) (261) Segment results 13, (2,250) 11,746 Finance costs Adjustments and eliminations Income tax expense (796) (505) (2,869) Consolidated profit after taxation 7,576 Assets Segment assets 102,303 25,235 8, ,506 Unallocated assets 920 Deferred tax assets 247 Consolidated total assets 137,673

88 86 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 32. Operating Segments (Cont d) Business Segments (Cont d) Name Plates and Labels In-mould and Decorating The Stickers Products Others Group 2014 RM 000 RM 000 RM 000 RM 000 Liabilities Segment liabilities 15,661 4, ,242 Deferred tax liabilities 2,608 Provision for taxation 2,021 Unallocated liabilities 10,931 Consolidated total liabilities 35,802 Other Segment Item Addition to non-current assets other than financial instruments:- - property, plant and equipment 14,431 1,247-15,678 Name Plates and In-mould Labels and Labels and Decorating Stickers The Stickers Products (Discontinued) Others Group 2013 RM 000 RM 000 RM 000 RM 000 RM 000 Revenue External revenue 90,038 26,368 7, ,536 Inter-segment revenue 2,570 1, ,657 92,608 27,377 7, ,193 Adjustments and eliminations (3,657) Consolidated revenue 123,536 Results Results before following adjustments 18,366 4, (2,839) 20,838 Interest income Depreciation of property, plant and equipment (4,765) (2,192) (308) (225) (7,490) Other material items ,794 1,923 Segment results 13,864 2, (1,037) 15,750 Finance costs (569) Share of results in associates (134) Adjustments and eliminations (319) Unallocated expenses (345) Income tax expense (3,270) Consolidated profit after taxation 11,113

89 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 32. Operating Segments (Cont d) Business Segments (Cont d) Name Plates and In-mould Labels and Labels and Decorating Stickers The Stickers Products (Discontinued) Others Group 2013 RM 000 RM 000 RM 000 RM 000 RM 000 Assets Segment assets 91,483 27,584-12, ,745 Unallocated assets 2,993 Deferred tax assets 271 Consolidated total assets 135,009 Liabilities Segment liabilities 15,186 6, ,866 Deferred tax liabilities 2,479 Provision for taxation 2,021 Unallocated liabilities 11,941 Consolidated total liabilities 38,307 Other Segment Item Addition to non-current assets other than financial instruments:- - property, plant and equipment 13, ,951 Other material items consist of the following:- The Group RM 000 RM 000 Allowance for impairment losses on trade receivables (246) (234) Gain on disposal of property, plant and equipment Gain on disposal of a subsidiary - 1,678 Unrealised (loss)/gain on foreign exchange (404) 416 Property, plant and equipment written off (3) (183) Reversal of impairment loss on receivables (261) 1,923

90 88 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 32. Operating Segments (Cont d) Geographical Information Revenue Non-current Assets RM 000 RM 000 RM 000 RM 000 Malaysia 71,736 69,513 27,295 23,857 China (Discontinued operations) - 7, China (Continuing operations) 11,748 8,628 8,329 9,628 Thailand 9,620 9,915 13,507 11,157 Indonesia 18,867 17,321 8,076 8,882 Philippines 11,913 11,029 6,211 3, , ,536 63,418 57,005 Major Customers There is no major customer with revenue equal to or more than 10% of the Group s revenue. 33. Capital Commitments The Group RM 000 RM 000 Contracted But Not Provided For Purchase of property, plant and equipment 421 3, Contingent Liability The Company RM 000 RM 000 Unsecured Corporate guarantee given to licensed banks for credit facilities granted to subsidiaries 3,803 4,914

91 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 35. Operating Lease Commitments The Group leases a number of factory facilities under operating leases. The lease periods range from 2 to 5 years with an option to renew after that date. Lease payments are increased every 2 year to reflect market rentals and none of the leases includes contingent rentals. The future minimum lease payments under the non-cancellable operating leases are as follows:- The Group RM 000 RM 000 Not more than one year Later than one year and not later than five years , Financial Instruments The Group s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group s financial performance Financial Risk Management Policies The Group s policies in respect of the major areas of treasury activity are as follows:- (a) Market Risk (i) Foreign Currency Risk The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar, Japanese Yen and Thai Baht. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is maintained at an acceptable level. The Group also holds cash and cash equivalents denominated in foreign currencies for working capital purposes.

92 90 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (a) Market Risk (Cont d) (i) Foreign Currency Risk (Cont d) Foreign currency exposure United States Chinese Japanese Indonesian Philippine Thai Ringgit Dollar Renminbi Yen Rupiah Peso Baht Others Malaysia Total The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Assets Other investments Trade receivables 4,129 1, ,571 3,263 2, ,213 28,721 Other receivables and deposits ,022 Short-term investments ,668 3,668 Deposits with licensed banks ,911 8,911 Cash and bank balances 3, , ,711 12,574 8,035 1, ,203 4,890 2, ,955 55,917 Financial Liabilities Bank borrowings ,755 1,820 5,677-1,540 10,931 Trade payables ,910 1, ,018 15,169 Other payables and accruals ,051-2,751 5,073 1,017 1, ,945 3,186 7, ,309 31,173 Net financial assets/(liabilities) 7, (333) (1,742) 1,704 (5,059) (172) 22,646 24,744 Less: Net financial (assets)/ liabilities denominated in the respective entities functional currencies - (687) - 1,742 (1,704) 5,059 - (22,646) (18,236) Currency Exposure 7,018 (5) (333) (172) - 6,508

93 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (a) Market Risk (Cont d) (i) Foreign Currency Risk (Cont d) Foreign currency exposure (Cont d) United States Chinese Japanese Indonesian Philippine Thai Ringgit Dollar Renminbi Yen Rupiah Peso Baht Others Malaysia Total The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Assets Other investments Trade receivables 1,968 3, ,140 2,570 1, ,206 26,512 Other receivables and deposits ,422 3,744 Short-term investments ,915 9,915 Deposits with licensed banks ,624 8,624 Cash and bank balances 493 1, ,577 2, ,788 10,474 2,524 4, ,904 4,387 4, ,974 59,288 Financial Liabilities Bank borrowings ,392-7,116-2,433 11,941 Trade payables 557 1, ,145 1, ,286 14,939 Other payables and accruals - 1, ,143-3,260 6, , ,004 1,837 9, ,979 33,807 Net financial assets/(liabilities) 1,967 1,214 (191) (2,100) 2,550 (4,936) (18) 26,995 25,481 Less: Net financial (assets)/ liabilities denominated in the respective entities functional currencies - (1,214) - 2,100 (2,550) 4,936 - (26,995) (23,723) Currency Exposure 1,967 - (191) (18) - 1,758

94 92 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (a) Market Risk (Cont d) (i) Foreign Currency Risk (Cont d) Foreign currency exposure (Cont d) United States Indonesian Thai Ringgit Dollar Rupiah Baht Malaysia Total The Company RM 000 RM 000 RM 000 RM 000 RM Financial Assets Other receivables and deposits Amount owing by subsidiaries ,330 4,483 8,494 Short-term investments ,359 3,359 Cash and bank balances 2, ,749 3, ,330 8,138 14,706 Financial Liabilities Other payables and accruals Net financial assets 3, ,330 7,757 14,325 Less: Net financial assets denominated in the entity s functional currency (7,757) (7,757) Currency Exposure 3, ,330-6,568 United States Thai Ringgit Dollar Baht Malaysia Total The Company RM 000 RM 000 RM 000 RM Financial Assets Other receivables and deposits Amount owing by subsidiaries ,234 5,155 Short-term investments - - 7,582 7,582 Deposits with licensed banks - - 2,250 2,250 Cash and bank balances ,407 15,328 Financial Liabilities Other payables and accruals Amount owing to a subsidiary Net financial assets ,081 15,002 Less: Net financial assets denominated in the entity s functional currency - - (14,081) (14,081) Currency Exposure

95 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (a) Market Risk (Cont d) (i) Foreign Currency Risk (Cont d) Foreign currency risk sensitivity analysis A 5% (2013-5%) strengthening of the RM against the following currencies at the end of the reporting period would have increased/(decreased) equity and profit after taxation by the amounts shown below. A 5% (2013-5%) weakening in the foreign currencies would have had an equal but opposite effect on the equity and profit after taxation. This assumes that all other variables remain constant. The Group The Company Profit after Profit after Equity taxation Equity taxation RM 000 RM 000 RM 000 RM United States Dollar Japanese Yen (12) (12) - - Thai Baht Others (7) (7) United States Dollar Japanese Yen (7) (7) - - Thai Baht Others (1) (1) - - (ii) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income. Information relating to the Group s exposure to the interest rate risk of the financial liabilities is disclosed in Note 36.1(c) to the financial statements. Interest rate risk sensitivity analysis The interest rate risk sensitivity analysis on the fixed rate instrument is not presented as this financial instrument is measured at amortised cost. The sensitivity analysis on the floating rate instrument is not presented as a 100 basis points strengthening or weakening would have had immaterial effect on the equity and profit after taxation of the Group. This assumes that all other variables remain constant.

96 94 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (a) Market Risk (Cont d) (iii) Equity Price Risk The Group s principal exposure to equity price risk arises mainly from changes in quoted investment prices. The Group manages its exposure to equity price risks by maintaining a portfolio of equities with different risk profiles. Equity price sensitivity analysis A 5% (2013-5%) strengthening or weakening of the prices of the quoted investments at the end of the reporting period would have immaterial effect on the equity and profit after taxation of the Group. This assumes that all other variables remain constant. (b) Credit Risk The Group s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment. (i) Credit risk concentration profile The Group does not have any major concentration of credit risk related to any individual customer or counterparty. (ii) Exposure to credit risk As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets at the end of the reporting period. (iii) Ageing analysis The ageing analysis of the Group s trade receivables at the end of the reporting period is as follows:- Gross Individual Collective Carrying Amount Impairment Impairment Value The Group RM 000 RM 000 RM 000 RM Not past due 19,860 (174) - 19,686 Past due: - less than 3 months 6,656 - (8) 6,648-3 to 6 months 2,040 (24) (183) 1,833 - over 6 months 1,241 (539) (148) ,797 (737) (339) 28,721

97 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (b) Credit Risk (Cont d) (iii) Ageing analysis (Cont d) Gross Individual Collective Carrying Amount Impairment Impairment Value The Group RM 000 RM 000 RM 000 RM Not past due 21,670 (85) (162) 21,423 Past due: - less than 3 months 2,742 (57) - 2,685-3 to 6 months 413 (75) over 6 months 2,710 (644) - 2,066 27,535 (861) (162) 26,512 At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement. The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. Trade receivables that are past due but not impaired The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default. Trade receivables that are neither past due nor impaired A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 180 days, which are deemed to have higher credit risk, are monitored individually.

98 96 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (c) Liquidity Risk Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):- Weighted Average Contractual Effective Carrying Undiscounted Within 1 5 Rate Amount Cash Flows 1 Year Years The Group % RM 000 RM 000 RM 000 RM Hire purchase payables ,806 2, ,354 Secured term loans - fixed rate ,431 7,769 2,393 5,376 Unsecured term loans - floating rate ,108 1,154 1,154 - Bankers acceptances Trade payables - 15,169 15,169 15,169 - Other payables and accruals - 5,073 5,073 5,073-31,173 31,757 25,027 6,730 Weighted Average Contractual Over Effective Carrying Undiscounted Within Rate Amount Cash Flows 1 Year Years Years The Group % RM 000 RM 000 RM 000 RM 000 RM Hire purchase payables ,705 3, ,231 - Secured term loans - fixed rate ,119 8,323 2,213 5, Unsecured term loans - floating rate ,160 1,208 1, Bankers acceptances Trade payables - 14,939 14,939 14, Other payables and accruals - 6,927 6,927 6, ,807 35,397 27,056 8,

99 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.1 Financial Risk Management Policies (Cont d) (c) Liquidity Risk (Cont d) The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period) (Cont d):- Weighted Average Contractual Effective Carrying Undiscounted Within Rate Amount Cash Flows 1 Year The Company % RM 000 RM 000 RM Other payables and accruals Other payables and accruals Amount owing to subsidiaries Capital Risk Management The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as total borrowings from financial institutions less cash and cash equivalents divided by total equity. There was no change in the Group s approach to capital management during the financial year. The debt-to-equity ratio of the Group at the end of the reporting period is not presented as it cash and cash equivalents exceeded the total borrowings from financial institutions. Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholder s equity is not less than RM40 million. The Company has complied with this requirement.

100 98 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.3 Classification of Financial Instruments The Group The Company RM 000 RM 000 RM 000 RM 000 Financial Assets Available-for-sale financial assets Other investments Short-term investments 3,668 9,915 3,359 7,582 3,689 9,934 3,359 7,582 Loans and receivables financial assets Trade receivables 28,721 26, Other receivables and deposits 2,022 3, Amount owing by subsidiaries - - 8,494 5,155 Deposits with licensed banks 8,911 8,624-2,250 Cash and bank balances 12,574 10,474 2, ,228 49,354 11,347 7,746 Financial Liabilities Other financial liabilities Hire purchase payables 1,806 2, Term loans 8,539 8, Bankers acceptances Trade payables 15,169 14, Other payables and accruals 5,073 6, Amount owing to subsidiaries ,173 33,

101 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.4 Fair Value Information Other than those disclosed below, the fair values of the financial assets and financial liabilities maturing within the next 12 months approximated their carrying amounts due to the relatively short-term maturity of the financial instruments. These fair values are determined by discounting the relevant cash flows at rates equal to the current market interest rate plus appropriate credit rating, where necessary. The fair values are included in level 2 of the fair value hierarchy. Fair Value Of Financial Instruments Fair Value Of Financial Instruments Total Carried At Fair Value Not Carried At Fair Value Fair Carrying Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Value Amount The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Assets Other investments: - quoted shares Short term investments - quoted 3, ,668 3,668 Financial Liabilities Hire purchase payables ,806-1,806 1,806 Term loans ,539-8,539 8,539 Fair Value Of Financial Instruments Fair Value Of Financial Instruments Total Carried At Fair Value Not Carried At Fair Value Fair Carrying Level 1 Level 2 Level 3 Level * Value Amount The Group RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Assets Other investments: - quoted shares Short term investments - quoted 9, ,915 9,915 Financial Liabilities Hire purchase payables ,705 2,705 2,705 Term loans ,279 8,279 8,279 * Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.

102 100 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.4 Fair Value Information (Cont d) Fair Value Of Financial Instruments Fair Value Of Financial Instruments Total Carried At Fair Value Not Carried At Fair Value Fair Carrying Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Value Amount The Company RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Asset Short term investments - quoted 3, ,359 3,359 Fair Value Of Financial Instruments Fair Value Of Financial Instruments Total Carried At Fair Value Not Carried At Fair Value Fair Carrying Level 1 Level 2 Level 3 Level * Value Amount RM 000 RM 000 RM 000 RM 000 RM 000 RM Financial Asset Short term investments - quoted 7, ,582 7,582 * Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.

103 super enterprise holdings berhad ( X) Annual Report NOTES TO THE FINANCIAL STATEMENTS 36. Financial Instruments (Cont d) 36.4 Fair Value Information (Cont d) The following summarises the methods used to determine the fair values of the financial instruments:- (a) The fair value of quoted investments is estimated based on their quoted market prices as at the end of the reporting period. (b) The fair value of hire purchase payables and term loans are determined by discounting the relevant cash flows using current interest rates for similar instruments as at the end of the reporting period. In regard to financial instruments carried at fair value, there were no transfer between level 1 and level 2 during the financial year. 37. Significant Events During The Financial Year The significant events during the financial year are as follow:- (a) On 31 July 2013, the Company subscribed for 32,500 new ordinary shares of THB100 each in S.E. Industries (Thailand) Co., Ltd. ( SEIT ), a subsidiary of the Company for a total cash consideration of THB3,250,000 (equivalent to RM342,225). (b) On 1 August 2013, S.E. Printing (M) Sdn. Bhd. ( SEP ), had completed the acquisition of the remaining 33.3% equity interest in S.E. Slimbright Sdn. Bhd. ( SESL ) for a total cash consideration of RM1.00. Upon completion of the acquisition, SESL became a wholly-owned subsidiary of SEP. (c) On 1 August 2013, Doukoban Marketing Sdn. Bhd. ( Doukoban ) disposed of its 12.6% equity interest in Slimbright Technology Sdn. Bhd. ( SBT ) to Mr. Yong Chen Voon, a director of Doukoban and SBT, for a total cash consideration of RM48,888. (d) On 1 November 2013, the Company subscribed for 25,000 new ordinary shares of THB100 each in SEIT for a total cash consideration of THB2,500,000 (equivalent to RM262,000). (e) On 20 March 2014, the Company subscribed for 50,000 new ordinary shares of Peso100 each in S.E. Industries (Philippines), Incorporated ( SEIP ), a subsidiary of the Company, by way of conversion of quasi loan from SEIP amounting to Peso5,000,000 (equivalent to RM363,975).

104 102 super enterprise holdings berhad ( X) Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS 38. Supplementary Information Disclosure Of Realised And Unrealised Profits/(Losses) The breakdown of the retained profits of the Group and the Company at the end of the reporting period into realised and unrealised profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:- The Group The Company RM 000 RM 000 RM 000 RM 000 Total retained profits of the Company and its subsidiaries: - realised 65,743 57,165 3,694 4,396 - unrealised (2,899) (1,752) ,844 55,413 4,011 4,747 Less: Consolidation adjustments (12,200) (10,530) - - At 31 March 50,644 44,883 4,011 4,747

105 super enterprise holdings berhad ( X) Annual Report ANALYSIS OF SHAREHOLDINGS at 4 August 2014 Authorised Share Capital : RM100,000,000 divided into 100,000,000 ordinary shares of RM1.00 each Issued and Fully Paid Share Capital : RM41,811,000 comprising 41,811,000 ordinary shares of RM1.00 each Class of Shares : Ordinary Shares of RM 1.00 each Voting Rights : One Vote per Ordinary Share (On a Poll) Shareholdings Distribution no. of no. of Size of Holdings holders % Shares % # , , , ,001-10,000 1, ,937, , , ,046, ,001-2,088,899 (*) ,815, ,088,900 AND ABOVE (**) ,871, total : 2, ,778, Note: * less than 5% of issued shares ** 5% And above of issued shares # Excluding 33,000 shares held as treasury shares as at 4 August 2014 Total No. of Shareholders : 2,533 Total Shareholdings : 41,778,000 Total Percentage (%) : list of top 30 shareholders/depositors Shareholdings name no. of shares % # 1 Lim Pei Liam Ahat Kiat 3,981, Goh Jui Leang 3,780, Goh Joi Sang 3,347, Alliancegroup Nominees (Tempatan) Sdn Bhd 2,652, Pledged securities account for Goh Juai Hian [100378] 5 Ingli Sdn Bhd 2,109, Layang Sempurna Sdn Bhd 1,918, Goh Juai Hian 1,238, PM Nominees (Tempatan) Sdn Bhd 1,044, Pledged securities account for Goh Juai Hian (A) 9 Goh Joi Sang 950, Public Nominees (Tempatan) Sdn Bhd 812, Pledged securities account for Goh Juai Hian [KPG / PMS]

106 104 super enterprise holdings berhad ( X) Annual Report 2014 ANALYSIS OF SHAREHOLDINGS at 4 August 2014 list of top 30 shareholders/depositors (Cont d) Shareholdings name no. of shares % # 11 Goh Joi Sang 720, Lim Yoon Leng 677, Goh Jui Leang 610, Maybank Nominees (Asing) Sdn Bhd 537, Exempt an for DBS Bank Limited (Client A/C) 15 Goh Jooi Chong 493, Lee Wai Lian 468, Liew Swee Liew Hoi Foo 409, Inmost Tech Sdn Bhd 400, Syarikat Rimba Timur (RT) Sdn Bhd 400, HDM Nominees (Tempatan) Sdn Bhd 373, Pledged securities account for Goh Juai Hian (M09) 21 Lim Yet Choo 360, Lim Bong Lim Boon Khai 278, Low Ngan Thai 273, Goh Yong Wee 265, Ong Chai Hock 236, Suenaga Megumi 235, Mohamed Nazri Bin Abdul Aziz 212, Mohd Ibrahim Bin Mohd Nor 170, Ting Hock Foo 150, Goh Juai Hian 142, total 29,251, # Excluding 33,000 shares held as treasury shares as at 4 August 2014

107 super enterprise holdings berhad ( X) Annual Report ANALYSIS OF SHAREHOLDINGS at 4 August 2014 LIST OF SUBSTANTIAL SHAREHOLDERS (Based on the Register of Substantial Shareholders as at 4 August 2014) no. of Shares held as at 4 August 2014 Name direct % # Indirect % # Goh Jui Leang 4,390, ,918,253* 4.59 Goh Juai Hian 6,368, ,184,153^ 5.23 Goh Joi Sang 5,019, ,918,253* 4.59 Lim Pei Liam Ahat Kiat 3,981, INGLI Sdn Bhd 2,109, LIST OF DIRECTORS SHAREHOLDINGS (Based on the Register of Director s Shareholdings as at 4 August 2014) no. of Shares held as at 4 August 2014 Name direct % # Indirect % # Goh Jui Leang 4,390, ,918,253* 4.59 Goh Joi Sang 5,019, ,918,253* 4.59 Goh Jooi Chong 493, Nil Nil Dato Mohd Ibrahim Bin Mohd Nor 170, Nil Nil Datuk Haji Zubir Bin Haji Ali Nil Nil Nil Nil Liung Cheong Poh Nil Nil Nil Nil Soh Chee Beng Nil Nil Nil Nil * Deemed interested in shares held through Layang Sempurna Sdn Bhd, a company associated with the Director by virtue of Section 6A(4) of the Companies Act, 1965 ^ Deemed interested in shares held by his son, Goh Yong Wee and through Layang Sempurna Sdn Bhd, a company associated with Goh Juai Hian by virtue of Section 6A(4) of the Companies Act, 1965 # Excluding 33,000 shares held as treasury shares as at 4 August 2014

108 106 super enterprise holdings berhad ( X) Annual Report 2014 List of Properties 31 March 2014 Year of A age of acquisition/ Land NBV Building Description/ Location tenure Revaluation 31/3/14 Year(s) Purpose Sq Ft RM Lot 9, Jalan E1/1 Leasehold , , Office & Kawasan Perusahaan 99 years Factory Taman Ehsan, Kepong expiring on Kuala Lumpur 9/7/ , Jalan E3/10 Leasehold , , Office & Taman Ehsan, Kepong 99 years Factory Kuala Lumpur expiring on 11/3/ , Jalan E1/3 Leasehold ,683 1,039, Office & Kawasan Perusahaan 99 years Factory Taman Ehsan, Kepong expiring on Kuala Lumpur 9/7/2078 Lot 632, Jalan 22 Freehold , , Office & Taman Perindustrian Factory Ehsan Jaya, Kepong Kuala Lumpur Lot 633, Jalan 22 Freehold , , Office & Taman Perindustrian Factory Ehsan Jaya, Kepong Kuala Lumpur Lot 634, Jalan 22 Freehold , , Office & Taman Perindustrian Factory Ehsan Jaya, Kepong Kuala Lumpur 564A/564B Leasehold ,027/ 1,649, Office & Lorong Perusahaan Baru 2 60 years 42,781 Factory Kawasan Perusahaan Prai Plot 564A respectively Seberang Prai Tengah expiring on Prai, Penang 9/5/2051 Plot 564B expiring on 25/3/2051 Kawasan Industri Jababeka II Freehold ,771 1,321,896 9 Office & Jl. Industri Selatan 6A factory Block GG 6H Cikarang, Bekasi, Jawa Barat Indonesia Sinsakhon Industrial Estate Freehold ,470 4,826,158 3 Office & Jadthavitti Rd factory Koh-kham and Pantainorrasin Muang Samut Sakorn

109 super enterprise holdings berhad ( X) Annual Report NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Twenty-Second Annual General Meeting of SUPER ENTERPRISE HOLDINGS BERHAD will be held at Rafflesia 1 Room, LG 1 Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Thursday, 25 September 2014 at a.m. for the following purposes:- AGENDA As Ordinary Business 1. To receive the Audited Financial Statements together with the Reports of the Directors and Auditors thereon. (Please refer to Note 7 of the Explanatory Notes) 2. To approve a final single-tier dividend of 5 sen per ordinary share of RM1.00 each for the financial year ended 31 March Ordinary Resolution 1 3. To approve the Directors Fees of RM70,000 and payment thereof. Ordinary Resolution 2 4. To re-elect Dato Mohd Ibrahim Bin Mohd Nor as Director of the Company who retires under Article 93 of the Articles of Association of the Company. Ordinary Resolution 3 5. To re-elect Mr Goh Jui Leang as Director of the Company who retires under Article 86.1 of the Articles of Association of the Company. Ordinary Resolution 4 6. To re-elect Mr Soh Chee Beng as Director of the Company who retires under Article 86.1 of the Articles of Association of the Company. Ordinary Resolution 5 7. To consider and, if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:- That pursuant to Section 129(6) of the Companies Act, 1965, Datuk Haji Zubir bin Haji Ali be re-appointed as Director to hold office until the conclusion of the next Annual General Meeting of the Company. Ordinary Resolution 6 8. To re-appoint Messrs Crowe Horwath as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 7 As Special Business To consider and, if thought fit, to pass the following Resolutions:- 9. Proposed Renewal of Authority for the Company to purchase its own shares ( Proposed Renewal of Share Buy-Back ) That subject to the Companies Act, 1965 (the Act ), the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to utilise an amount not exceeding the audited retained profits and/or share premium of the Company as at 31 March 2014 of RM4.01 million and RM nil respectively to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the issued and paidup share capital of the Company; That an amount not exceeding the Company s share premium account and retained profits account be allocated by the Company for the Proposed Renewal of Share Buy-Back;

110 108 super enterprise holdings berhad ( X) Annual Report 2014 NOTICE OF ANNUAL GENERAL MEETING That authority be and is hereby given to the Directors of the Company to decide at their absolute discretion to either retain the shares so purchased as treasury shares (as defined in Section 67A of the Act) and/or to cancel the shares so purchased and if retained as treasury shares, may resell the treasury shares and/or to distribute them as share dividend and/or subsequently cancel them; That the authority conferred by this resolution will be effective immediately upon the passing of this resolution and will expire at: (i) the conclusion of the next Annual General Meeting ( AGM ) of the Company, at which time the said authority will lapse unless by an ordinary resolution passed at a general meeting of the Company, the authority is renewed, either unconditionally or subject to conditions; (ii) (iii) the expiration of the period within which the next AGM of the Company is required by law to be held; or revoked or varied by an ordinary resolution passed by the shareholders in a general meeting; whichever occurs first but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant governmental and/or regulatory authorities (if any); And that the Directors of the Company be authorised to take all steps necessary to implement, complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Share Buy-Back as may be agreed or allowed by any relevant governmental and/or regulatory authority. Ordinary Resolution Proposed Renewal of Authority under Section 132D of the Act for the Directors to allot and issue shares That pursuant to Section 132D of the Act, the Directors be and are hereby authorised to allot and issue shares in the Company at any time until the conclusion of the next AGM upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10 per centum (10%) of the issued and paid-up share capital of the Company (excluding treasury shares) for the time being, subject always to the approval of all the relevant regulatory bodies being obtained for such allotment and issue. Ordinary Resolution 9 NOTICE OF DIVIDEND PAYMENT NOTICE IS ALSO HEREBY GIVEN THAT, subject to the approval of the shareholders at the Twenty-Second Annual General Meeting, a final single-tier dividend of 5 sen per ordinary share of RM1.00 each in respect of the financial year ended 31 March 2014 will be paid to the shareholders on 27 October The entitlement date for the said dividend shall be 2 October A Depositor shall qualify for entitlement to the Dividend only in respect of: (a) Shares transferred to the Depositor s securities account before 4.00 p.m. on 2 October 2014 in respect of ordinary transfers; (b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. BY ORDER OF THE BOARD TAI YIT CHAN (MAICSA ) CHOONG LEE WAH (MAICSA ) Secretaries Selangor Darul Ehsan Date : 3 September 2014

111 super enterprise holdings berhad ( X) Annual Report NOTICE OF ANNUAL GENERAL MEETING NOTES: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint up to two (2) proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. 2. Where a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. 3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation s seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy or proxies and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Share Registrar s office of the Company, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. 6. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available a Record of Depositors as at 18 September 2014 and only members whose names appear on such Record of Depositors shall be entitled to attend, speak and vote at this meeting and entitled to appoint proxy or proxies. EXPLANATORY NOTES 7. To receive the Audited Financial Statements Agenda item no. 1 is meant for discussion only as the provision of Section 169(1) of the Act does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. 8. Proposed Renewal of Share Buy-Back The Proposed Ordinary Resolution 8, if passed, will give the Directors of the Company authority to take all such steps as are necessary or expedient to implement, finalise, complete and/or to effect the purchase(s) of shares by the Company as the Directors may deem fit and expedient in the best interest of the Company. The authority will, unless revoked or varied by the Company in a general meeting, continue to be in force until the conclusion of the next AGM of the Company or the expiry of the period within which the next AGM of the Company following the Twenty-Second AGM is required by law to be held. Please refer to the Share Buy-Back Statement in the Annual Report for more information. 9. Proposed Renewal of Authority to Allot and Issue Shares pursuant to Section 132D of the Act The Company had, during its Twenty-First AGM held on 20 September 2013, obtained its shareholders approval for the general mandate for issuance of shares pursuant to Section 132D of the Act. As at the date of this notice, the Company did not issue any shares pursuant to this mandate obtained. The Proposed Ordinary Resolution 9, if passed, will empower the Directors from the conclusion of this AGM, to allot and issue up to a maximum of 10% of the issued share capital of the Company (excluding treasury shares) at the time of issue (other than bonus or rights issue) for such purposes as they consider would be in the best interest of the Company. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied at a general meeting, will expire at the next AGM of the Company. This authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares for purpose of funding investment project(s), working capital and/or acquisition.

112 110 super enterprise holdings berhad ( X) Annual Report 2014 Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) SHARE BUY-BACK STATEMENT 1. DISCLAIMER STATEMENT Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused this Statement prior to its issuance and takes no responsibility for the contents of this Share Buy-Back Statement ( Statement ), makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Statement. 2. INTRODUCTION Super had announced on 15 August 2014 that it will be seeking shareholders approval at the 22nd Annual General Meeting ( AGM ) of Super for the proposed renewal of authority for the purchase by Super of its own ordinary shares of RM1.00 each ( Shares or Super Shares ) of up to ten percent (10%) of the issued and paid-up share capital of Super ( Proposed Share Buy-Back ). The purpose of this Statement is to provide the information on the Proposed Share Buy-Back together with the Directors recommendation thereon, and to seek shareholders approval of the Ordinary Resolution on the Proposed Share Buy-Back to be tabled at the 22nd AGM of Super to be held on Thursday, 25 September 2014 at a.m. at Rafflesia 1 Room, LG 1 Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur. The Notice of the 22nd AGM of Super and the Form of Proxy are enclosed with the Super 2014 Annual Report. 3. DETAILS OF THE PROPOSED SHARE BUY-BACK At the 21st AGM of Super held on 20 September 2013, the shareholders had approved the renewal of the authority for the purchase by Super of its own shares of up to ten percent (10%) of the issued and paid-up share capital of Super ( Share Buy-Back ). The said approval will expire at the conclusion of the 22nd AGM of Super unless renewed by an ordinary resolution passed by the shareholders. The renewal of authority for the purchase by Super of its own shares will be effective immediately upon the passing of the Ordinary Resolution on the Proposed Share Buy-Back at the 22nd AGM of Super and will expire at:- (i) (ii) (iii) the conclusion of the next AGM of the Company, at which time the said authority will lapse unless by an ordinary resolution passed at a general meeting of the Company, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM of the Company is required by law to be held; or revoked or varied by an ordinary resolution passed by the shareholders in a general meeting; whichever occurs first. Super may only purchase the Shares at a price which is not more than 15% above the weighted average market price of the Super Shares for the five (5) Market Days immediately prior to the purchase. In accordance with Section 67A of the Companies Act, 1965 (the Act ) the Company would be able to deal with any Super Shares so purchased in the following manner: (i) (ii) (iii) the Shares so purchased could be cancelled; or the Shares so purchased could be retained as treasury shares for distribution as share dividends to the shareholders of the Company, which costs may then be applied in the reduction of either the retained profits or the share premium account of the Company, and/or be resold through Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or the Shares so purchased could in part be retained as treasury shares and the remainder, cancelled.

113 super enterprise holdings berhad ( X) Annual Report Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) If such purchased Shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in other distributions or otherwise are suspended and the treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in Super for any purposes including substantial shareholdings, takeovers, notices, requisitioning of meetings, quorum for meetings and the result of votes on resolutions at meetings of shareholders. The Super Shares purchased and retained by Super as treasury shares can only be resold at a price which is: (i) (ii) not less than the weighted average market price of the Super Shares for the five (5) Market Days immediately prior to the resale; or at a discount of not more than five per centum (5%) to the weighted average market price of the Super Shares for the five (5) Market Days immediately prior to the resale provided that: (a) (b) the resale takes place not earlier than thirty (30) days from the date of purchase; and the resale price is not less than the cost of purchase of the Super Shares being resold. In accordance with Paragraph of the Listing Requirements, Super may purchase its own shares in odd lots, i.e. any number of its own shares which is less than the number of shares prescribed by Bursa Securities as a board lot through Direct Business Transaction or in any other manner as may be approved by Bursa Securities in accordance with such requirements as may be prescribed or imposed by Bursa Securities. 4. SOURCE OF FUNDS Pursuant to the Listing Requirements, the Proposed Share Buy-Back must be made wholly out of retained profits and/or the share premium account of the Company. Therefore, the maximum amount of funds to be utilized for the Proposed Share Buy-Back shall not exceed the retained profits and/or share premium account of the Company. As at 31 March 2014, the audited retained profits and share premium account of the Company stood at RM4.01 million and RM nil respectively. The retained profits and share premium account of the Company based on the unaudited accounts as at 30 June 2014 are RM3.46 million and RM nil respectively. The Proposed Share Buy-Back will be funded by internally generated funds and/or external borrowings. The amount of internally generated funds and/or external borrowings to be utilised will only be determined later depending on, amongst others, the availability of internally generated funds, actual number of Shares to be purchased and other relevant cost factors. The actual number of Super Shares to be purchased and/or held, and the timing of such purchases will depend on, amongst others, the market conditions and sentiments of the stock market as well as the retained profits, share premium account and financial resources available to the Company. In the event that the Company purchases and holds its own Shares using external borrowings, the Board of Directors ( Board ) will ensure that the Company has sufficient funds to repay the external borrowings and that the repayment will not have a material effect on the cashflow of Super and its subsidiary companies ( Super Group or Group ). 5. RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back will enable the Company to utilise its surplus financial resources to purchase its own Shares from Bursa Securities. It may stabilise the supply and demand of its Shares traded on Bursa Securities, thereby supporting its fundamental value. The Proposed Share Buy-Back, whether to be held as treasury shares or subsequently cancelled, will effectively reduce the number of Shares carrying voting and participation rights. Therefore, the shareholders of the Company may enjoy an increase in the value of their investment in Super due to the increase in the Company s Earnings Per Share ( EPS ). The purchased Shares can be held as treasury shares and resold on Bursa Securities at a higher price with the intention of realizing potential gain without affecting the total issued and paid-up share capital of the Company. Should any treasury shares be distributed as share dividends, this would serve to reward the shareholders of the Company.

114 112 super enterprise holdings berhad ( X) Annual Report 2014 Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) 6 POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK 6.1 Potential Advantages The potential advantages of the Proposed Share Buy-Back are as follows: (i) (ii) (iii) (iv) the Proposed Share Buy-Back will allow the Company to utilise its financial resources where there are no immediate use, to purchase Super Shares. If the Super Shares purchased are subsequently cancelled, this may strengthen the consolidated EPS of the Group; the Proposed Share Buy-Back may also stabilise the supply and demand of Super Shares traded on Bursa Securities and reduce the volatility of Super Share prices. The stability of Super Share prices is important to maintain investors confidence to facilitate future fund raising exercises of the Company via the equity market; the Proposed Share Buy-Back will provide the Company opportunities for potential gains if the purchased Super Shares which are retained as treasury shares are resold at prices higher than the purchase prices; and in the event the treasury shares are distributed as share dividends, it will serve to reward the shareholders of Super. 6.2 Potential Disadvantages The potential disadvantages of the Proposed Share Buy-Back are as follows: (i) (ii) (iii) (iv) the Proposed Share Buy-Back, if implemented, will reduce the financial resources of the Company. However, the financial resources of the Group may recover or increase if the purchased shares held as treasury shares are resold in the market; the cashflow of the Company may be affected if the Company decides to utilise bank borrowings to finance the Proposed Share Buy-Back; the funds allocated for the Proposed Share Buy-Back could be used for other better investment opportunities which may emerge in the future; and as the funds to be allocated for the Proposed Share Buy-Back must be made wholly out of the Company s retained profits and/or share premium accounts, the amount available from these accounts for distribution of dividends to shareholders of the Company may decrease accordingly. Nevertheless, the Board is of the view that the Proposed Share Buy-Back is not expected to have any potential material disadvantage to the shareholders of the Company as well as the Group as it will be implemented only after careful consideration of the financial resources of the Group and the resultant impact on the shareholders of the Company.

115 super enterprise holdings berhad ( X) Annual Report Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) 7. EFFECTS 7.1 Share Capital The effects of the Proposed Share Buy-Back on the share capital of Super will depend on the intention of the Board with regards to the treatment of the purchased Super Shares. If the purchased Super Shares are cancelled, it will result in a reduction on the total issued and paid-up share capital of the Company as shown in the table below. Conversely, if the purchased Super Shares are retained as treasury shares, the Proposed Share Buy-Back will not have any effect on the issued and paid-up share capital of Super. Nevertheless, certain rights attached to the Super Shares will be suspended while they are held as treasury shares. no. of Amount Super Shares (RM) Issued and paid-up share capital (as at 4 August 2014) 41,811,000 41,811,000 Treasury Shares held as at 4 August 2014 (33,000) (33,000) Maximum number of Super Shares that may be purchased (4,148,100) (4,148,100) and cancelled under Proposed Share Buy-Back Resulting issued and paid-up share capital 37,629,900 37,629, Net Assets ( NA ) and Working Capital The effects of the Proposed Share Buy-Back on the NA per share of Super are dependent on the actual purchase prices of the Super Shares. If all Shares purchased are cancelled, the Proposed Share Buy-Back will reduce the NA per share if the purchase price exceeds the NA per share at the time of the purchase. Conversely, the NA per share will increase if the purchase price is less than the NA per share at the time of the purchase. The audited NA per share of Super Group as at 31 March 2014 was RM2.21. The Proposed Share Buy-Back will reduce the working capital of the Super Group, with the quantum depending on the purchase price and the actual number of Super Shares bought back. If the treasury shares are subsequently resold on Bursa Securities, the NA per Share of the Super Group upon the resale will increase if the Company realises a gain from the resale, and vice-versa. If the treasury shares are distributed as dividends, the NA of the Super Group will be reduced by the cost of the treasury shares. 7.3 Earnings The effects of the Proposed Share Buy-Back on the earnings of Super are dependent on the purchase price of Super Shares, the number of Shares purchased and the effective funding cost and/or loss of interest income to the Group thereof. 7.4 Dividend The Proposed Share Buy-Back may have an impact on our Company s decision to declare dividends as it may reduce the cash available which may otherwise be used for dividend payments. Any dividend to be declared in the immediate future will depend on the performance and cash resources of the Super Group. Further, the treasury shares may be distributed as dividends to shareholders, if the Directors of the Company so decide.

116 114 super enterprise holdings berhad ( X) Annual Report 2014 Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) 8. SUBSTANTIAL SHAREHOLDERS AND DIRECTORS INTERESTS Save for the inadvertent proportionate increase in the percentage shareholdings of the Directors and substantial shareholders of Super as a result of the decrease in the issued and paid-up share capital after the Proposed Share Buy-Back, insofar as the Directors are aware, none of the Directors and/or substantial shareholders and/or persons connected to them has any interest, direct or indirect, in the Proposed Share Buy-Back or the subsequent resale of treasury shares, if any. The proforma effect of the Proposed Share Buy-Back on the substantial shareholders (as defined in the Act) shareholdings in Super as at 4 August 2014 based on the Record of Depositors, are set out below: Substantial Shareholders B before Proposed Share Buy-Back # after Proposed Share Buy-Back** D direct indirect direct indirect no. of Shares % No. of Shares % No. of Shares % No. of Shares % Goh Jui Leang 4,390, ,918,253* ,390, ,918,253* 5.10 Goh Juai Hian 6,368, ,184,153^ ,368, ,184,153^ 5.80 Goh Joi Sang 5,019, ,918,253* ,019, ,918,253* 5.10 Ingli Sdn Bhd 2,109, ,109, Lim Pei 3,981, ,981, Liam Ahat Kiat Notes: * Deemed interested in shares held through Layang Sempurna Sdn Bhd, a company associated with the Director by virtue of Section 6A(4) of the Act ** The Company purchases up to the maximum number of Super Shares as allowed under Proposed Share Buy-Back ^ Deemed interested in shares held by his son, Goh Yong Wee and through Layang Sempurna Sdn Bhd, a company associated with Goh Juai Hian by virtue of Section 6A(4) of the Act # Excluding 33,000 shares held as treasury shares as at 4 August 2014 Directors Shareholdings B before Proposed Share Buy-Back # after Proposed Share Buy-Back** D direct Indirect Direct Indirect no. of Shares % No. of Shares % No. of Shares % No. of Shares % Goh Jui Leang 4,390, ,918,253* ,390, ,918,253* 5.10 Goh Joi Sang 5,019, ,918,253* ,019, ,918,253* 5.10 Goh Jooi Chong 493, , Dato Mohd Ibrahim Bin Mohd Nor 170, , Datuk Haji Zubir Bin Haji Ali Liung Cheong Poh Soh Chee Beng Notes: * Deemed interested in shares held through Layang Sempurna Sdn Bhd, a company associated with the Director by virtue of Section 6A(4) of the Act ** The Company purchases up to the maximum number of Super Shares as allowed under Proposed Share Buy-Back # Excluding 33,000 shares held as treasury shares as at 4 August 2014

117 super enterprise holdings berhad ( X) Annual Report Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) 9. APPROVAL REQUIRED The Proposed Share Buy-Back is subject to the approval of the shareholders of Super at the forthcoming AGM. 10. PUBLIC SHAREHOLDING SPREAD OF SUPER The Board undertakes that any proposed purchase of the Company s Shares would only be conducted in accordance with laws prevailing at the time of the purchase including compliance with the public shareholding spread that at least 25% of the Company s total listed shares (excluding treasury shares) are in the hands of public shareholders as required by the Listing Requirements. As at 4 August 2014, based on the Record of Depositors, the public shareholding spread of Super account for 40.55% of its issued and paid up share capital. Assuming the Proposed Share Buy-Back is fully implemented and that all the Shares so purchased are from the public and are retained as treasury shares or cancelled, the Company s public shareholding spread is expected to reduce to 34.00%. 11. IMPLICATIONS IN RELATION TO THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 ( CODE ) As at 4 August 2014, Mr Goh Jui Leang, Mr Goh Joi Sang, Mr Goh Jooi Chong, Mr Goh Juai Hian, Mr Goh Yong Wee and Layang Sempurna Sdn Bhd ( Parties Acting in Concert ) collectively hold 44.18% of the voting issued and paidup share capital of Super. Assuming that the Proposed Share Buy-Back is implemented in full and the Company purchases its own Shares from its shareholders other than the Parties Acting in Concert (it is also assumed that the number of Shares held by the Parties Acting in Concert remains unchanged), the collective shareholdings of the Parties Acting in Concert will increase to 49.05% of the voting issued and paid-up share capital of Super. Pursuant to Practice Note 9 Paragraph 10.1 of the Code, a person and parties acting in concert with him will be required to make a mandatory offer for the remaining Shares of the Company not already owned by him/her/them if his/her/their stake in the Company is increased to beyond 33% or if his/her/their shareholding is between 33% and 50% and increases by another 2% in any six (6) months period. However, an exemption from mandatory offer obligation may be granted by the Securities Commission ( SC ) under Practice Note 9 Paragraph 24.1 of the Code subject to the Parties Acting in Concert complying with the conditions stipulated in the Practice Note. The Company intends to implement the Proposed Share Buy-Back in the manner that will not result in any of the shareholders having to undertake a mandatory offer pursuant to the Code. In this respect, the Board will be mindful of the requirements of the Code when implementing the Proposed Share Buy-Back. In the event that Super decides to purchase its own shares which will result in the increase of the Parties Acting in Concert s shareholdings in Super to more than 2% in any six (6) months period, the Parties Acting in Concert will seek a waiver from the SC under Practice Note 9 Paragraph 24.1 of the Code before the Company purchases the Shares. 12. PURCHASE, CANCELLATION OR RESALE OF OWN SHARES MADE IN THE PREVIOUS TWELVE (12) MONTHS Details of shares purchased by the Company during the financial year ended 31 March 2014 are disclosed in the section titled Other Compliance Information on page 22 of this Annual Report. 13. DIRECTORS STATEMENT AND RECOMMENDATION The Board of Super, having considered all aspects of the Proposed Share Buy-Back, is of the opinion that the Proposed Share Buy-Back is in the best interest of the Company. Accordingly, they recommend that you vote in favour of the ordinary resolution relating to the Proposed Share Buy- Back to be tabled at the forthcoming AGM.

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119 Super Enterprise Holdings Berhad ( X) (Incorporated in Malaysia) Proxy Form CDS account no. of holder I/We (name of shareholder as per NRIC, in capital letters) IC No./ID No./Company No. (new) (old) of (full address) being a member of SUPER ENTERPRISE HOLDINGS BERHAD, hereby appoint (name of proxy as per NRIC, in capital letters) IC No. (new) (old) of or failing him/her, (full address) (name of proxy as per NRIC, in capital letters) IC No. (new) (old) of (full address) or failing him/her, *the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Second Annual General Meeting of the Company, to be held at Rafflesia 1 Room, LG 1 Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Thursday, 25 September 2014 at a.m. and at each and every adjournment thereof. My/our proxy is to vote as indicated below No. resolution for Against Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Approval of a final single-tier dividend of 5 sen per ordinary share of RM1.00 each. Approval of the Directors Fees for the financial year ended 31 March 2014 and payment thereof. Re-election of Dato Mohd Ibrahim Bin Mohd Nor as Director retiring under Article 93 of the Articles of Association of the Company. Re-election of Mr Goh Jui Leang as Director retiring under Article 86.1 of the Articles of Association of the Company. Re-election of Mr Soh Chee Beng as Director retiring under Article 86.1 of the Articles of Association of the Company. Re-appointment of Datuk Haji Zubir bin Haji Ali as Director retiring pursuant to Section 129(6) of the Companies Act, Re-appointment of Messrs Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration. Proposed Renewal of Authority for the Company to purchase its own shares. Proposed Renewal of Authority under Section 132D of the Companies Act, 1965 for the Directors to allot and issue shares. * Please delete the words the Chairman of the Meeting if you wish to appoint some other person to be your proxy. [Please indicate with a cross (x) in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific directions, your proxy may vote or abstain as he/she thinks fit.] Date : Contact No.: Signature/Common Seal NOTES : 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint up to two (2) proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2. Where a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. 3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation s seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy or proxies and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Share Registrar s office of the Company, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. 6. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available a Record of Depositors as at 18 September 2014 and only members whose names appear on such Record of Depositors shall be entitled to attend, speak and vote at this meeting and entitled to appoint proxy or proxies.

120 FOLD HERE Affix Stamp RM0.80 Here The Share Registrar Super Enterprise Holdings Berhad C/O Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur. FOLD HERE

121 Super Enterprise Holdings berhad Group of Companies Labels Division - Malaysia Labels Division - Overseas Super Enterprise Sdn Bhd Lot 9, Jalan E1/1, Kawasan Perusahaan Taman Ehsan, Kepong, Kuala Lumpur, Malaysia. Tel: (603) Fax: (603) sekl@super-labels.com Thailand S.E. Industries (Thailand) Co. Ltd. Sinsakhon Printing City Industrial Estate 30/50 Moo 1, Soi S1/4, Khok Kham, Muang, Samut Sakorn, Thailand. Tel: +66 (0) Fax: +66 (0) superth@seithai.com Indonesia PT. Super Label Indonesia Kawasan Industri Jababeka II, Jl. Industri Selatan 6A Block GG 6 H, Cikarang, Bekasi, Jawa Barat, Indonesia. Tel: (62 21) Fax: (62 21) ptsli@superlabel-indo.co.id Name plates/in-mould Decorating Products (IML) Division Super Enterprise (Penang) Sdn Bhd Super Seals Enterprise (M) Sdn Bhd Lot 564 A & B, Lorong Perusahaan Baru 2, Kawasan Perusahaan Prai, Prai, Penang, Malaysia. Tel: (604) Fax: (604) sepg@super-labels.com Super Labels Sdn Bhd No. 2369A, Jalan E3/10, Taman Ehsan, Kepong, Kuala Lumpur, Malaysia. Tel: (603) Fax: (603) slsb@super-labels.com Super Labels Industries Sdn Bhd No. 611, Jalan 22, Taman Perindustrian Ehsan Jaya, Kepong, Kuala Lumpur, Malaysia. Tel: (603) Fax: (603) slisb@super-labels.com Philippines S.E. Industries (Philippines) Inc. No. 12-C 1st Avenue Corner Sta. Teresita Drive Bagumbayan, Taguig Metro Manila, Philippines. Tel: (632) Fax: (632) info@seiphil.com S.E. Printing (M) Sdn Bhd Doukoban Marketing Sdn Bhd 31, Jalan E1/3, Kawasan Perusahaan Taman Ehsan, Kepong, Kuala Lumpur, Malaysia. Tel: (603) Fax: (603) seprinting@seprinting.com.my Guangzhou Super Serigraph Electronics Co., Ltd. 101 No 2 Plant, No 6, Hongyuan Road, Guangzhou Economic and Technologic Development Zone, Guangzhou, PR China. Post Code: Tel : +86(20) / 5181 / 5182 Fax : +86(20) wtho@super-serigraph.com.cn S.E. Slimbright Sdn Bhd No 632, Jalan 22, Taman Perindustrian Ehsan Jaya, Kuala Lumpur, Malaysia. Tel: (603) Fax: (603) plwong@slimbright.com